Exhibit 10.23
Draft 10/16/96
IRREVOCABLE PROXY AGREEMENT
The undersigned, Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), hereby irrevocably
constitutes and appoints Xxxxxxx X. Xxxxxxx ("Xxxxxxx") as her attorney and
proxy, with full power of substitution in the premises, to vote all shares of
the outstanding capital stock of NCO Group, Inc, a Pennsylvania corporation
("Company"), which Xxxxxxx is entitled to vote at any time on or after the date
hereof (the "Shares"). Xxxxxxx shall have the right to vote all of such Shares
as Xxxxxxx, in his sole and absolute discretion, shall determine. Without
limiting the foregoing in any manner whatsoever, Xxxxxxx shall have the power to
vote on any matter relating to the Company for which a shareholder vote is
required or sought including, but not limited to, the right to vote with respect
to any recapitalization, reorganization, merger, consolidation, sale of assets
or properties, increases or decreases in capital stock, reduction of stated
capital, amendment to the certificate of incorporation or bylaws and election or
removal of directors. Xxxxxxx also is hereby authorized to vote such shares at
any meeting, whether annual or special, and also to vote or otherwise act with
respect to such shares in connection with any action by consent in lieu of a
meeting or any other act which a shareholder may take.
In addition to and in furtherance of the powers set forth herein,
Xxxxxxx hereby appoints Xxxxxxx as her true and lawful attorney-in-fact with
full power and authority in her name, place and xxxxx, to do and perform all
other acts with respect to the proxy granted above and to exercise or perform
any act, power, duty, right, or obligation in connection with, arising from, or
relating to such proxy. Michael's power hereunder includes, but is not limited
to, the power to waive notice of any meeting, to execute any and all documents
in connection with the voting of such Shares, including, but not limited to, any
consents, demands, waivers or the giving of proxies, to exercise any and all
voting powers which may be exercised by Xxxxxxx as a shareholder in the Company,
and in general, to do all other acts, deeds and matters whatsoever with respect
to the voting of the Shares as fully and effectually to all intents and purposes
as Xxxxxxx could do in her own proper person if personally present, giving to
said attorney power to make and substitute under his attorney an attorney or
attorneys for all the purposes herein described, hereby ratifying and confirming
all that the said attorney or substitute or substitutes shall do by virtue
hereof; provided, however, that nothing herein shall be deemed to give Xxxxxxx
the power to sell, assign, dispose of, pledge, hypothecate or otherwise transfer
the Shares.
In addition to the powers and discretion herein specially given and
conferred upon said attorney, and notwithstanding any usage or custom to the
contrary, Xxxxxxx shall have the full power, right and authority to do, perform
and to cause to be done and performed all such acts, deeds and matters as
Xxxxxxx, in his sole discretion, shall deem reasonable, necessary or proper, to
carry out the intent and purposes of this Agreement as fully, effectually and
absolutely as if he were the absolute owner and possessor of the Shares.
Xxxxxxx, or any substitute, shall not be liable for any mistake of fact or error
of judgment hereunder, or for any acts or omissions of any kind hereunder,
unless caused by his own gross negligence or willful misconduct.
The proxy and power of attorney conferred hereby is irrevocable to the
full extent permitted by law and is coupled with an interest including, without
limitation, that defined in Section 1759(d) of the Pennsylvania Business
Corporation Law of 1988, as amended. This proxy and power of attorney revokes
any other proxy and power of attorney granted by the undersigned at any time
with respect to the Shares and shall continue in effect until terminated by the
mutual agreement of Xxxxxxx and Xxxxxxx.
In the event of Annette's death, disability or incompetency, from
whatever cause, the proxy and power of attorney conferred hereby shall not
thereby be revoked. This Agreement shall be binding on the parties hereto and
their heirs, executors, personal representatives, administrators, successors and
assign.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed this Agreement this ______ day of ____________, 1996.
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Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
COMMONWEALTH OF PENNSYLVANIA :
: SS
COUNTY OF :
Before me, the undersigned, a Notary Public within and for the County
of ______________, Commonwealth of Pennsylvania, personally appeared Xxxxxxx X.
Xxxxxxx and Xxxxxxx X. Xxxxxxx, known to me to be the persons whose names are
subscribed to the within instrument, and acknowledged that they executed the
same for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
________ day of ___________, 1988.
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