DTI Investors LLC
August 5, 1999
Dal-Tile International Inc.
0000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Dear Xxxx:
In connection with the granting of registration rights for the
benefit of, and the proposed extension of the expiration date of, DTI
Investors LLC (the "LLC"), the LLC agrees with Dal-Tile International Inc.
("Dal-Tile") not to consummate any proposed sale or other transfer (whether
or not for value) of shares of Dal-Tile common stock or securities
convertible into Dal-Tile common stock unless approved by the CEO of
Dal-Tile, provided that if Xxxxxxx Xxxxxx ("Sardas") is not CEO at such time,
such sale or transfer must be approved by a majority of those directors of
Dal-Tile who are not officers, directors, employees or consultants of AEA
Investors Inc. or members of the LLC. By his execution hereof, Xxxxxx agrees
not to consummate any proposed sale or other transfer of shares of Dal-Tile
common stock or securities convertible into Dal-Tile common stock unless
approved by the LLC. These restrictions are not intended to apply to the
transfer by (a) Sardas to family members or family trusts, or by operation of
the laws of descent or distribution, so long as the transferee agrees to be
bound by the terms of this letter agreement (and Xxxxxx agrees to cause any
persons to whom Xxxxxx has transferred stock or options to be so bound), or
(b) Sardas or the LLC, pursuant to registration rights granted by Dal-Tile as
of the date hereof. Nothing contained herein shall be deemed to restrict the
LLC's right to distribute shares of Dal-Tile common stock to its members in
connection with an exercise of registration rights for the benefit of its
members, provided that in connection therewith its members agree to
agreements that restrict transfer (on the same terms as contained in this
agreement, including permitted transfers by distributees of the type
contemplated by clause (a) of the preceding sentence) of Dal-Tile shares
distributed to such members (other than shares being sold pursuant to the
exercise of registration rights) until December 31, 2001. This agreement
shall be governed by the law of the State of Delaware, without regard to its
rules of conflict of laws, and shall terminate on December 31, 2001. The
parties hereto agree that damages would not be an adequate remedy for breach
of this Agreement, and accordingly, the parties may specifically enforce the
provisions hereof.
Very truly yours,
DTI INVESTORS LLC
By: AEA Investors Inc., its Manager
By:
---------------------------------
Name:
Title:
Agreed and Accepted:
DAL-TILE INTERNATIONAL INC.
By: /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President/Secretary
/s/ Xxxxxxx X. Xxxxxx
---------------------------- -------------------------------------
Xxxxxxx X. Xxxxxx [family transferees]
