EXHIBIT 10.10
ADMISSION AGREEMENT
This ADMISSION AGREEMENT (this "Agreement") is made to be
effective as of the 8th day of September, 1999, by and between Xxxxxx X. Xxxxx,
as Trustee under the 1999 Grantor Retained Annuity Trust Created by Xxxxx X.
Xxxxx dated September 8, 1999 ("Assignee"), and Xxxxx X. Xxxxx ("Assignor"),
under the following circumstances:
A. Assignor owns, of record and beneficially, 22,275 common
shares of DPEC, Inc., an Ohio corporation ("DPEC"), evidenced by certificate no.
30, and Assignor is transferring to Assignee 4,000 of such common shares (the
"Shares") effective as of September 8, 1999.
B. The terms of the trust instrument governing Assignee are
summarized in a letter, dated September 8, 1999, from Xxxxx X. Xxxxxxxx to
Xxxxxx X. Xxxxx, a copy of which is attached to this Agreement.
C. Assignor is party to a certain Fourth Amended and Restated
Shareholders Agreement, dated August 27, 1999 (the "Shareholders Agreement"), by
and among Assignor, DPEC, Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx, as Grantor and
Trustee of the Xxxxxxx Xxxxxxxx Trust, and a certain Registration Rights
Agreement, dated May 10, 1996 (the "Registration Rights Agreement"), by and
among Assignor, DPEC and certain other persons.
D. The Registration Rights Agreement grants to the Company the
right to admit a person as a party to the Registration Rights Agreement if such
person agrees in writing to be bound by the terms of the Registration Rights
Agreement; and
E. The Shareholders Agreement provides that it may be amended
only by a writing signed by all of the parties thereto.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. AGREEMENT. By Assignee's execution of this Agreement,
Assignee agrees to be a party to, and to be bound by the terms of, the
Shareholders Agreement and the Registration Rights Agreement.
2. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and be binding upon, the respective successors and assigns of each
of the parties hereto, subject to the provisions of the Shareholders Agreement
and the Registration Rights Agreement.
3. APPLICABLE LAW. The construction and performance of this
Agreement shall be governed by the laws of the State of Ohio without giving
effect to the choice of law provisions thereof.
4. MISCELLANEOUS. This Agreement may be terminated, amended,
supplemented, waived or modified only by an instrument in writing signed by the
party against whom enforcement of the termination, amendment, supplement, waiver
or modification is sought.
5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
6. AGREEMENT. Assignor and Assignee agree that Assignee shall
be deemed to be a member of "Carol's Family" for purposes of the Shareholders
Agreement and the Registration Rights Agreement.
7. RELIANCE. DPEC, Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx, as
Grantor and Trustee of the Xxxxxxx Xxxxxxxx Trust, as parties to the
Shareholders Agreement and the Registration Rights Agreement, shall be entitled
to rely on this Agreement.
IN WITNESS WHEREOF, effective as of the 8th day of September,
1999, each of the parties hereto has executed and delivered this Agreement.
ASSIGNEE:
XXXXXX X. XXXXX, AS TRUSTEE UNDER
THE 1999 GRANTOR RETAINED ANNUITY
TRUST CREATED BY XXXXX X. XXXXX
DATED SEPTEMBER 8, 1999
/s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx, as Trustee
ASSIGNOR:
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Individually
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CONSENT AND WAIVER
Effective as of the 8th day of September, 1999, each of the
undersigned hereby consents to the Admission Agreement, to the transfer of the
Shares described in the Admission Agreement and to the admission of Assignee as
a party to the Shareholders Agreement and the Registration Rights Agreement
pursuant to the Admission Agreement, and each of the undersigned hereby waives
any right to purchase the Shares on account of such transfer.
DPEC, INC.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, its Chief Financial Officer
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Individually
XXXXXXX XXXXXXXX, AS GRANTOR AND
TRUSTEE OF THE XXXXXXX XXXXXXXX
TRUST
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, as Grantor and Trustee
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