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VOTING AGREEMENT
THIS AGREEMENT is made as of this 22nd day of December, 1996 by and
among certain holders of shares of the common stock, $.01 par value, of Breed
Technologies, Inc., a Delaware corporation (the "Company"), namely, A. Breed
Ltd., a Texas limited partnership ("AB Ltd."), J. Breed Ltd., a Texas limited
partnership ("JB Ltd."), Xxxxx Xxxxx, individually, and Xxxxxxx Breed,
individually.
W I T N E S S E T H :
WHEREAS, Xxxxx Xxxxx, individually and as the beneficial owner of the
outstanding interests of AB Ltd., Xxxxxxx Breed, individually and as the
beneficial owner of the outstanding interests of JB Ltd., AB Ltd. and JB Ltd.
(collectively, the "Parties"), desire to provide for the continuity and quality
of management of the Company; and
WHEREAS, to provide for such continuity and quality, the Parties have
mutually agreed to provide for the cooperative voting of their shares (as
defined below) in the Company with respect to all matters of the Company;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by all parties hereto, the parties hereto
mutually promise and agree as follows:
I. VOTING OF SHARES
1. As used in this Agreement the term "shares" shall include shares
of the common stock of the Company, and any and all other shares of capital
stock of the Company, by whatever name called, which carry voting rights
(including voting rights which arise by reason of default), and shall include
any shares now owned or subsequently acquired by any of the Parties, however
acquired, including shares acquired by or resulting from stock splits, stock
dividends, recapitalization and similar events.
2. The Parties hereby agree that, so long as AB Ltd. and JB Ltd.
continue to exist and so long as Xxxxx Xxxxx and Xxxxxxx Breed are both living
and capable of discharging their obligations under this Agreement, at any and
all meetings of stockholders of
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the Company (which shall include, for purposes of this Agreement, all
written actions in lieu of meetings) (the "Stockholders Meetings"), each of the
Parties shall vote or cause to be voted all shares owned by him, her or it or
over which he, she or it has voting control in such manner as shall be mutually
agreed upon by the Parties in advance of such meeting.
3. If Xxxxx Xxxxx dies or becomes physically incapable of
discharging his obligations under this Agreement while Xxxxxxx Breed is still
living and capable of discharging her obligations under this Agreement, then,
at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Xxxxx Xxxxx, as the beneficial owner of all of the
outstanding interests of AB Ltd., and AB Ltd. shall vote or cause to be voted
all shares owned by him, her or it or over which he, she or it has voting
control as directed by Xxxxxxx Breed, individually.
4. If Xxxxxxx Breed does or becomes physically incapable of
discharging her obligations under this Agreement while Xxxxx Xxxxx is still
living and capable of discharging his obligations under this Agreement, then,
at any and all Stockholder Meetings, the successor-in-interest or
successors-in-interest to Xxxxxxx Breed, individually, the
successor-in-interest or successors-in-interest to Xxxxxxx Breed, as the
beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control as directed by Xxxxx Xxxxx,
individually.
5. If AB Ltd. terminates, then, at any and all Stockholder
Meetings, Xxxxx Xxxxx, individually, Xxxxxxx Breed, individually and as the
beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by Xxxxx Xxxxx, individually, and Xxxxxxx Breed, individually and
as the beneficial owner of all of the outstanding interests of JB Ltd.
6. If JB Ltd. terminates, then, at any and all Stockholder
Meetings, Xxxxx Xxxxx, individually and as the beneficial owner of all of the
outstanding interests of AB Ltd., Xxxxxxx Breed, individually, and the AB Ltd.
shall vote or cause to be voted all shares owned by him, her or it or over
which he, she or it has voting control in such manner as shall be mutually
agreed upon by Xxxxx Xxxxx, individually and as the beneficial owner of all of
the outstanding interests of AB Ltd., and Xxxxxxx Breed, individually.
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II. GENERAL PROVISIONS
1. The term of this Agreement shall commence on the date hereof and
shall terminate upon any of the following events:
(a) the tenth anniversary of the date hereof;
(b) the termination of both JB Ltd. and AB Ltd.; or
(c) the mutual agreement of Xxxxx Xxxxx and Xxxxxxx Breed,
individually, provided that both parties are still living and
capable of discharging their obligations under this Agreement,
or by the survivor, if either person has died or is no longer
capable of discharging his or her obligations under this
Agreement.
2. This Agreement sets forth the entire agreement of the Parties
with respect to the subject matter hereof and may not be amended, modified or
terminated, and no rights or provisions herein may be waived, without the
written approval of all of the Parties, provided, however, that any Party may
individually waive any of his, her or its rights hereunder without affecting
the rights of any other Party.
3. This Agreement shall be construed under and governed by the laws
of the State of Delaware, and shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
successors and assigns.
4. Notice to be given pursuant to this Agreement shall be in
writing and shall be given by certified or registered mail, return receipt
requested. Notices shall be deemed given when personally delivered or when
mailed to the addresses of the respective Parties as set forth on the execution
page of this Agreement, or on the counterpart hereof executed by such party or
to such changed address as any Party may notify the others pursuant hereto,
except that a notice of change of address shall be deemed given when received.
5. The parties agree that in addition to any and all other remedies
that may be available at law in the event of any breach of this Agreement, each
of the Parties hereto shall be entitled to specific performance of the
obligations of the other Parties hereto and to appropriate injunctive relief as
may be granted by a court of competent jurisdiction.
6. This Agreement may be executed in any number of counterparts,
all of which together shall for all purposes constitute one Agreement, binding
on all the parties hereto
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notwithstanding that all such parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date and year first above written.
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Xxxxx X. Breed, Individually
A. BREED LTD.
By: Xxxxx Xxxxx, Inc.,
General Partner
By:
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Xxxxxxx Xxxxxxx Breed,
Individually
J. BREED LTD.
By: Xxxxxxx Breed, Inc.,
General Partner
By:
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