IRREVOCABLE PROXY AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into August
23, 1995 by and among Xxxxx X. Xxxxx ("Xxxxx") and the individuals and trust set
forth on the signature page hereof (collectively together with Xxxxx unless the
context otherwise requires, the "Stockholders" and individually a
"Stockholder").
Recitals
Xxxxx and the other Stockholders desire to provide for the manner in
which the shares of common stock, $.01 par value per share ("Common Stock"), of
CFC International, Inc., a Delaware corporation (the "Company"), owned by the
Stockholders will be voted.
Covenants
NOW THEREFORE, for good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Proxy and Directive.
1.1 Proxy. Each of the Stockholders on his or its own behalf agrees to
and does hereby grant to Xxxxx X. Xxxxx, personally, pursuant to the provisions
of Section 212 of the Delaware General Corporation Law, an irrevocable proxy to
vote, or to execute and deliver written consents or otherwise act in the
capacity of a stockholder with respect to, all shares of voting securities now
owned by such Stockholder to the same extent and with the same effect as the
Stockholder might or could do under any applicable laws or regulations governing
the rights and powers of stockholders of a Delaware corporation on any subject
on which the stockholders of the Company shall have a right to vote or otherwise
take action.
1.2 Voting. This Proxy and Directive shall constitute an order to the
record owner and any other person authorized to vote any shares to which the
Proxy and Directive applies requiring such record owner or other person to
execute and delivery appropriate proxies and consents as Xxxxx shall have
directed to them in writing.
1.3 Proxy With Interest. Each of the undersigned Stockholders hereby
affirms that this Proxy and Directive is coupled with an interest and is
irrevocable.
2. Pledges, Donees and Assigns.
This Agreement (including without limitation the Proxy and Directive
contained herein) shall remain in full force and effect and be enforceable
against any pledgee, donee, transferee or assignee of the shares of Common Stock
of each Stockholder but shall terminate with respect to any shares sold in a
bona fide transfer to an unrelated third party and shall also terminate at the
death of Xxxxx X. Xxxxx.
3. Miscellaneous.
3.1 Amendment and Modification. The parties hereto may amend, modify
and supplement this Agreement in such manner as may be agreed upon by them in
writing.
3.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, by operation of law or otherwise, by
any of the parties hereto without the prior written consent of the other party.
3.3 Headings. The descriptive headings in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.
3.4 Execution in Counterpart. This Agreement may be executed in
counterparts each of which may deemed an original.
3.5 Notices. Any notice, request, information or other document to be
given hereunder to any of the parties by any other parties shall be in writing
and delivered personally or sent by Federal Express or other reliable courier,
transmitted by fax, or sent by registered or certified mail, postage prepaid, to
the intended recipient, at his address in the records of the Company. Any such
notice delivered personally shall be deemed to have been given on the date that
it is so delivered, and any notice delivered by other means referred to above
shall be deemed to have been given on the date it is received. Any party may
change the address to which notices hereunder are to be sent to it by giving
written notice of such change of address in the manner herein provided for
giving notice.
3.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein, without regard to the conflicts of laws principles
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/s/ Xxxxx X. Xxxxx
______________________
Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx
______________________
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. XxXxxxxx
______________________
Xxxxxx X. XxXxxxxx
Xxxxxxx XxXxxxxx Xxxxx and Xxxxxxx X. Xxxxxxx,
Trustees under Agreement dated December 1, 1991,
creating the Xxxxxxx Xxxxxxx Xxxxx GST Trust,
Xxxxxxx Xxxxxxx Xxxxx, Grantor
By /s/ Xxxxxxx XxXxxxxx Xxxxx
____________________________
Xxxxxxx XxXxxxxx Xxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxxxx
_________________________
Xxxxxxx X. Xxxxxxx, Trustee
