STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (the "AGREEMENT") dated July 9, 1998 is entered
into by and among ATC Communications Group, Inc., a Delaware corporation (the
"Company") and the stockholders of the Company identified on the signature pages
hereto ("Stockholders").
1. DEFINITIONS. The following terms shall have the following meanings
for the purposes of this Agreement;
(a) "COMMON STOCK" means the common stock, par value $0.01 per share, of
the Company.
(b) "THE COMPANY" means ATC Communications Group, Inc.
(c) "PERSON" means any individual, firm, corporation, partnership, limited
liability company, trust, joint venture, pension fund, governmental authority,
or other entity.
(d) "STOCKHOLDER" means any Person that is, as of the date of this
Agreement or becomes, at any subsequent time, a party to this Agreement. The
Stockholders as of the date of this Agreement are listed on the signature pages
hereto.
(e) "XXXXXX" means Xxxxxx Equity Investors III, L.P.
(f) "IQI PARTIES" means Xxxxxx Equity Investors III, L.P., ITC Services
Company, Xxxxxx Xxxxx ant The Xxxxxx Xxxxx 1995 Grantor Retained Annuity Test.
(g) "ATC PARTIES" means Xxxxxxx X. Xxxxxx, Xxxxxx X. Pounds and Codinvest
Limited.
(h) "IQI REPRESENTATIVE" means Xxxx Xxxxxxxxxx, or, in the event of his
death or legal incapacity or replacement as the IQI Representative, that
individual who is identified by written notice by the IQI Parties to the ATC
Parties, as the IQI Representative.
(i) "ATC REPRESENTATIVE" means Xxxxxxx X. Xxxxxx, or, in the event of his
death or legal incapacity or replacement as the ATC Representative, that
individual who is identified by written notice by the ATC Parties to the IQI
Parties as the ATC Representative.
2. VOTING.
The Stockholders agree that until the second anniversary of this Agreement
or its earlier termination by the mutual agreement of the parties hereto, the
IQI Parties shall vote their shares of Common Stock for the election of the
nominees to the Board of the Company identified by the ATC Representative, and
the ATC Parties shall vote their shares of Common Stock for the
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Representative. The ATC Representative and the IQI Representative shall have
the right to designate an equal number of nominees to the Board of Directors.
Accordingly, if the Board of Directors is comprised of three classes of
twelve directors serving staggered terms, each representative shall have the
right to designate two of the four nominees to the Board of Directors in that
year. Likewise, if the Board of Directors is comprised of eight directors
serving one-year terms, each representative shall have the right to designate
four of the eight nominees to the Board of Directors in that year.
3. MISCELLANEOUS.
(a) NOTICES. Except as otherwise expressly provided in this Agreement,
all notices, requests, and other communications to any party thereunder shall be
in writing (including a facsimile or similar writing) and shall be given to such
party at the address or facsimile number specified for such party on the
signature pages hereto or as such party shall hereafter specify for that purpose
by notice to the other parties. Each such notice, request, or other
communication shall be effective (i) if given by facsimile, at the time such
facsimile is transmitted and the appropriate confirmation is received (or, if
such time is not during a business day, at the beginning of the next such
business day), (ii) if given by mail, three business days (or, if to an address
outside the United States, seven calendar days) after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid,
or (iii) if given by any other means, when delivered at the address specified
pursuant to this Section 3(a).
(b) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to
confer any rights or remedial hereunder upon, and shall not be enforceable by,
any Person other than the parties hereto.
(c) WAIVER. No failure by any party to insist upon the strict perforce of
any covenant, agreement, term, or condition of this Agreement or to exercise any
right or remedy consequent upon a breach of such or any other covenant,
agreement, term, or condition shall operate as a waiver of such or any other
covenant, agreement, term, or condition of this Agreement. Any Person by notice
given in accordance with Section 3(a) may, but shall not be under any obligation
to, waive any of its rights or conditions to its obligations hereunder, or any
duty, obligation, or covenant of any other Person. No waiver shall affect or
alter the remainder of this Agreement, but each and every covenant, agreement,
term, and condition hereof shall continue in full force and effect with respect
to any other then existing or subsequent breach. The rights and remedies
provided by this Agreement are cumulative, and the exercise of any one right or
remedy by any party shall not preclude or waive its right to exercise any or all
other rights or remedies.
(d) INTEGRATION. This Agreement constitutes the entire agreement among
the parties to this Agreement pertaining to the subject matter of this Agreement
and supersedes all prior agreements and understandings of the parties in
connection with the subject matter of this Agreement, and no covenant,
representation, or condition not expressed in this Agreement shall affect, or be
effective to interpret, change, or restrict, the express provisions of this
Agreement.
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(e) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument, which may be
sufficiently evidenced by one counterpart.
(f) SEVERABILITY. Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing of future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement that are valid.
(g) APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflicts of law principles thereof.
(h) NON-ASSIGNABILITY. All of the rights and obligations of the parties
to this Agreement are intended to be exercisable and fulfilled by the parties
themselves, as presently constituted. None of those rights or obligations may
be assigned, assumed, or transferred without the written informed consent of the
counterparties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as
of the day and year first above written.
XXXXXX EQUITY INVESTORS III, L.P.
By: [Illegible]
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Title:
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Date:
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ITC Services Company
By: [Illegible]
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Title: President
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Date: July 9, 1998
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/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx 6/25/98
THE XXXXXX XXXXX 1995 Grantor Retained Annuity Trust
By: /s/ Xxxxxx Xxxxx
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Title: Trustee
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Date: 6/25/98
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Codinvest Limited
By: /s/ Xxxxxxx X. Xxxxxx
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Title: ATTORNEY IN FACT
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Date: 9 July, 1998
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Pounds
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Xxxxxx X. Pounds
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