Exhibit 10.30
SHAREHOLDER AGREEMENT
among
NOBLE INTERNATIONAL, LTD.,
a Michigan corporation,
and
XXXXX XXXXXX XXXXXXXXX, III
and
XXXXX X. XXXXX
and
XXXXX XXXX
as
"SHAREHOLDERS"
and
DCT COMPONENT SYSTEMS, INC.,
a Michigan corporation,
as
"CORPORATION"
Dated as of: July 1, 1996
Prepared by:
STONE, BIBER & O'TOOLE, P.C.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxx, Xxxxxxxx 00000
(000) 000-0000
SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into as of this 1st day of July, 1996, by and among NOBLE
INTERNATIONAL, LTD., a Michigan corporation (hereinafter referred to as
"Noble"), XXXXX XXXXXX XXXXXXXXX, III (hereinafter referred to as "Xxxxxxxxx"),
XXXXX X. XXXXX (hereinafter referred to as "Stone") and XXXXX XXXX (hereinafter
referred to as "Xxxx") (hereinafter referred to individually as "Shareholder"
and collectively as "Shareholders") and DCT COMPONENT SYSTEMS, INC., a Michigan
corporation (hereinafter referred to as "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation has issued and outstanding Three Thousand Five
Hundred Eighty-Two (3,582) shares of common stock (which common stock is
hereinafter referred to as "Stock"); and
WHEREAS, the Shareholders own all of the Stock of the Corporation; and
WHEREAS, the Shareholders agree that this Agreement will act to control
the relationship between the Shareholders and certain operations of the
Corporation; and
WHEREAS, Xxxxxxxxx and Xxxxx desire to grant to Noble an option to
purchase additional shares of Stock from Xxxxxxxxx and Xxxxx under certain terms
and conditions, and Noble desires to receive such an option from Xxxxxxxxx and
Xxxxx; and
WHEREAS, the parties desire to enter into a put and call agreement
whereby Henderson, Stone, or their assignees have the right to put their
respective shares of Stock to Noble under certain terms and conditions and Noble
has the right to call the shares of Stock owned by Xxxxxxxxx and Xxxxx, or their
assignees, under certain terms and conditions.
NOW, THEREFORE, in consideration of the foregoing, and in further
consideration of the mutual covenants, promises and agreements contained herein,
IT IS AGREED AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 1.1 General. Except as otherwise defined in this Agreement, the
following words and phrases, whenever capitalized, shall mean the Officers,
Directors, Board of Directors, and Articles of Incorporation of the Corporation.
Section 1.2 Specific.
(a) "Additional Shares" shall mean capital stock of the
Corporation in excess of the Stock.
(b) "Adjusted EBITDA" shall mean the sum of the earnings of
the Corporation, calculated in accordance with G.A.A.P. by the independent
certified public accountant(s) who last audited the Corporation's financial
statements, except as set forth below before payment of interest and taxes and
before deducting depreciation and amortization, for the twelve (12) month period
ended on the last day of the month immediately preceding the Valuation Date,
plus all payments made by the Corporation to Noble in excess of One Hundred
Thousand Dollars ($100,000.00) for the twelve (12) month period ended on the
last day of the month immediately preceding the Valuation Date, plus all
payments made as increased salary and/or bonus by the Corporation to Xxxx in
excess of his base salary for the twelve (12) month period ended on the last day
of the month immediately preceding the Valuation Date. For purposes of
determining Adjusted EBITDA, the interest paid during the aforementioned twelve
(12) month look-back period on the balance of any debt on the books of the
Corporation on July 1, 1996, due and owing to Xxxxxxx X. Reason, RJR Investments
and/or Xxxxxxx Xxxxxx shall be subtracted from earnings for the calculation of
Adjusted EBITDA.
(c) "Call" shall mean the right of Noble, pursuant to Section
6.2 of this Agreement, to require Xxxxxxxxx and Xxxxx, or their assignees, as
applicable, to sell all the shares of capital stock in the Corporation owned by
Xxxxxxxxx and Stone, and their assignees, as applicable, to Noble (and any
derivative of the term "Call").
(d) "Call Value" shall mean four (4) times Adjusted EBITDA,
the product of which shall be reduced by (i) the outstanding principal and
accrued interest owing by the Corporation to The CIT Group/Credit Finance Inc.
or the Corporation's then current primary lender(s), on the Valuation Date, to a
maximum reduction of the sum of Five Million Dollars ($5,000,000.00); and (ii)
any acquisition debt of the Corporation approved by the Board of Directors.
(e) "DCT" shall mean DCT Companies, Inc., a Michigan
corporation, and all subsidiaries and affiliates thereof, but excepting
therefrom the Corporation.
(f) "Future Debt" shall mean any liability, absolute or
contingent, liquidated or unliquidated, incurred by the Corporation subsequent
to July __, 1996.
(g) "G.A.A.P." shall mean generally accepted accounting
2
principals.
(h) "July 1996 Promissory Note" shall mean that certain
Promissory Note of even date herewith in the original principal amount of Nine
Hundred Sixty Thousand Dollars ($960,000.00), from
the Corporation to DCT.
(i) "Keepwell Agreement" shall mean that certain Keepwell
Agreement by and between DCT Welding and Assembly, Inc., and The CIT
Group/Credit Finance Inc.
(j) "Put" shall mean the right of Xxxxxxxxx and Xxxxx, and
their assignees, as applicable, pursuant to Section 6.1 of this Agreement, to
require Noble to purchase all the shares of capital stock in the Corporation
owned by Xxxxxxxxx and Xxxxx, and their assignees, as applicable.
(k) "Put Value" shall mean three (3) times Adjusted EBITDA,
the product of which shall be reduced by (i) the outstanding principal and
accrued interest owing by the Corporation to The CIT Group/Credit Finance Inc.
or the Corporation's then current primary lender(s), on the Valuation Date, to a
maximum reduction of the sum of Five Million Dollars ($5,000,000.00); and (ii)
any acquisition debt of the Corporation approved by the Board of Directors.
(l) "Valuation Date" shall mean the date on which the Put/Call
option is exercised by Xxxxxxxxx, Stone and/or Noble, as applicable, which date
shall be the date that the respective party or parties subject to the Put/Call
receives written notice of a party's intent to exercise the Put/Call pursuant to
Section 6 of this Agreement.
ARTICLE II
DIRECTORS AND OFFICERS
Section 2.1 Directors. The Shareholders agree that the Corporation
shall have three (3) Directors. Any additional Directors or any increase in the
number of Directors must be approved by the unanimous consent of the three (3)
Directors. The Shareholders further agree, as long as Xxxxxxxxx and/or Stone
(and/or DCT if Stock is transferred by Xxxxxxxxx and/or Stone to DCT) are
shareholders of the Corporation, to support for election the following Board of
Directors for the Corporation: Xxxxx X. Xxxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx
Xxxx. No member of the Board of Directors shall be entitled to fees for personal
services as a Director. The quorum for all meetings of the Board of Directors
shall be three (3).
Section 2.2 Officers. The Shareholders agree that as long as
3
Xxxxxxxxx and/or Stone (and/or DCT if Stock is transferred by Xxxxxxxxx and/or
Stone to DCT) are shareholders of the Corporation, the sole officers of the
Corporation shall be Xxxxx X. Xxxxx, Xxxxxx Xxxxxxxxxxx, Xxxx X. Xxxxx and Xxxxx
Xxxx. The Shareholders further agree that these Officers shall be elected to the
following offices, respectively, and to support the nomination by the Board of
Directors of such persons to such offices of the Corporation:
Xxxxxx Xxxxxxxxxxx - Chairman and Chief
Executive Officer
Xxxxx Xxxx - President and Chief
Operating Officer
Xxxxx X. Xxxxx - Secretary and Treasurer
Xxxx X. Xxxxx - Assistant Secretary
Section 2.3 Indemnification. The Shareholders and the Corporation agree
that they shall, to the fullest extent permitted by law, indemnify, defend and
hold harmless the Officers and Directors from and against any and all liability,
losses, damages, costs and expenses incurred in connection with services
provided as Officers and Directors.
ARTICLE III
SHAREHOLDER AND BOARD OF DIRECTOR CONSENTS
Section 3.1 Voting Agreement. Except as otherwise specifically provided
for in this Agreement, Stone and Xxxxxxxxx hereby agree that all voting rights
in respect of shares of capital stock of the Corporation owned by such persons
shall be exercised, and all such other action shall be taken by such
Shareholders, in conformance with a certain Voting Agreement of even date
herewith by and among the Corporation, Noble, Stone, Xxxxxxxxx and Xxxxxx X.
Xxxxxxxxxxx ("Voting Agreement"), the terms of which Voting Agreement are
incorporated herein by reference. In the event of a conflict between the terms
of this Agreement and the terms of the Voting Agreement, the terms of this
Agreement shall control.
Section 3.2 Pledge of Corporation's Assets. The Shareholders agree that
the Corporation shall not permit there to be any lien or encumbrance on the
assets of the Corporation without the approval of the majority of the Board of
Directors, which majority must include Xxxxx X. Xxxxx for purposes of this
Section 3.2.
Section 3.3 Guaranty by Corporation. The Shareholders agree that the
Corporation shall not agree to the guaranty of any debt or obligations of any
third party, whether related or otherwise,
4
without the approval of the majority of the Board of Directors, which majority
must include Xxxxx X. Xxxxx for purposes of this Section 3.3.
ARTICLE IV
RELATIONSHIP BETWEEN THE PARTIES
Section 4.1 Arm's Length. The parties agree that any agreements,
contracts and/or understandings entered into between the Corporation and any
Shareholder, or a party related to a Shareholder, shall be presented to the
Board of Directors for approval, and will reflect commercially reasonable "arms
length" terms.
Section 4.2 Refinancing. The Shareholders will use their best efforts
to refinance the Bank of Bloomfield mortgage debt of Competitive Technology
Investment Company, a Michigan co- partnership ("Partnership"), and the Deutsche
Credit equipment debt of the Corporation.
Section 4.3 Forgiveness of Debt. The parties acknowledge and expressly
agree that all intercompany debt and/or intercompany promissory notes between
DCT on the one hand and the Corporation on the other hand, and all Shareholder
payables and receivables of the Corporation ("Debt") are worthless and this Debt
must be written off the books of the Corporation on or before December 31, 1997.
No interest on such Debt shall accrue or be due from January 1, 1996 forward.
Provided, however, the July 1996 Promissory Note shall not be written off and
shall be a legally enforceable obligation of the Corporation in accordance with
its terms.
Section 4.4 Future Debt. The parties agree that neither Xxxxxxxxx,
Stone nor DCT shall have any obligation for any Future Debt of the Corporation,
whether pursuant to any existing guaranty or guaranties of Xxxxxxxxx, Xxxxx
and/or DCT or as a result of their relationship to the Corporation as current
and former Shareholders, Officers and Directors, as applicable.
Section 4.5 Preemptive Rights. The Shareholders agree that, promptly
after execution of this Agreement, the Articles of Incorporation shall be
amended to provide that the Corporation elects to have "preemptive rights," as
such term is defined in Section 343 of the Michigan Business Corporation Act.
Section 4.6 Brokerage Fees. Noble, River Capital, Inc. and Xxxxxx
Xxxxxxxxxxx acknowledge and agree that neither Noble, River Capital, Inc.,
Xxxxxx Xxxxxxxxxxx nor any related or affiliated parties or entities shall be
entitled to or have any claim for
5
brokerage fees, finders fees, or any remuneration similar to a brokerage or
finders fee for any future transactions and/or acquisitions involving the
Corporation, except as to River Capital, Inc., if such brokerage and/or finders
fee is approved by the majority of the Board of Directors, which majority must
include Xxxxx X. Xxxxx for purposes of this Section 4.6.
Section 4.7 Pro Rata Distributions. The Shareholders and the
Corporation agree that, other than (i) One Hundred Thousand Dollars
($100,000.00) per year in management fees to be paid to Noble pursuant to the
terms of a certain Management Agreement with the Corporation of even date
herewith (hereinafter referred to as "Management Agreement"), (ii) payments to
be made pursuant to the terms of that certain Executive Bonus Pool Plan adopted
contemporaneously with this Shareholder Agreement, and (iii) payments to Xxxx in
accordance with the existing terms of his Employment Agreement with the
Corporation (collectively referred to as "Exceptional Payments"), all
distributions to the Shareholders, whether in the form of a dividend, bonus,
loan, salary, or otherwise (including but not limited to management fees under
the Management Agreement in excess of One Hundred Thousand Dollars ($100,000.00)
per year), shall be made on a pro rata basis to the Shareholders, determined by
dividing the number of shares of Stock owned by each Shareholder by the total
number of issued and outstanding shares of Stock in the Corporation. Other than
Exceptional Payments, any distribution to a Shareholder must be authorized by
the consent of the majority of the Board of Directors, which majority must
include Xxxxx X. Xxxxx for purposes of this Section 4.7, and must be in
conformance with this Section 4.7.
Section 4.8 Payments to Noble. The Shareholders and the Corporation
agree that the management fee to be paid to Noble by the Corporation pursuant to
the Management Agreement shall not be increased, nor shall any other
distribution, whether in the form of dividends, bonus, loans, or otherwise
(other than the existing management fee under the Management Agreement), be made
by the Corporation to Noble, until such time as the principal due to DCT by the
Corporation under the July 1996 Promissory Note is reduced by at least One
Hundred Thousand Dollars ($100,000.00) and the July 1996 Promissory Note is
renegotiated and converted to a term promissory note in accordance with Section
5.2(b) of this Agreement and amortization of such term promissory note has
begun.
Section 4.9 Bonus Pool. (a) The Shareholders and the Corporation agree
that in regard to that certain Executive Bonus Pool Plan adopted by the
Corporation contemporaneously herewith, one-half (1/2) of the Bonus Pool Amount,
as defined in the Executive Bonus Pool Plan, for the period from January 1, 1997
to December 31, 1999, shall be paid by the Corporation to DCT, in consideration
of the forgiveness of Debt as provided in Section 4.3 above.
6
(b) The Executive Bonus Pool Plan cannot be modified, amended
and/or terminated without the consent of the majority of the Board of Directors,
which majority must include Xxxxx X. Xxxxx for purposes of this Section 4.9.
Section 4.10 Stamping-Related Acquisitions. The Shareholders, Xxxxxx
Xxxxxxxxxxx and the Corporation agree that all stamping-related acquisitions
presented to any of the foregoing parties shall be accomplished through the
Corporation, unless otherwise mutually agreed. For purposes of this Agreement,
"stamping-related acquisitions" shall mean the acquisition of any assets,
business, or corporation which is primarily in the business of metal stamping.
Section 4.11 Keepwell Indemnity. Noble and Xxxx, jointly and severally,
agree that they will be liable for and will indemnify the Corporation, DCT, and
DCT Welding and Assembly, Inc., for any payments made in excess of Three Hundred
Thousand Dollars ($300,000.00) in the aggregate pursuant to the Keepwell
Agreement, from the date of this Agreement until such time as the Keepwell
Agreement is terminated or satisfied in accordance with its terms. This Keepwell
Indemnity is in addition to the Indemnification provided by Noble and Xxxx under
the Indemnification Agreement of even date herewith.
ARTICLE V
OPTION TO PURCHASE
Section 5.1 Option to Purchase. From the date of this Agreement until
July __, 2001, unless otherwise prohibited by Section 5.2 below, Noble shall
have the option to purchase (hereinafter referred to as "Option") from Xxxxxxxxx
and Xxxxx, or their assignees, as applicable, in the aggregate Fourteen and One-
Tenth percent (14.1%) of the Stock of the Corporation, with Noble purchasing
Seven and Five-Hundredths percent (7.05%) from each of Xxxxxxxxx and Xxxxx, or
their assignees, as applicable, for One Dollar ($1.00), upon the giving of
written notice by Noble to Xxxxxxxxx and Xxxxx, or their assignees, as
applicable, of its intent to exercise this Option. After the exercise of such
Option, Noble and Xxxx would have Fifty-Nine and One-Tenth percent (59.1%) of
the Stock, and Xxxxxxxxx and Stone, or their assignees, as applicable, would
have Forty and Nine-Tenths percent (40.9%) of the Stock of the Corporation, in
the aggregate.
Section 5.2 Limitation on Exercise of Option. (a) The Option provided
in Section 5.1 above cannot be exercised by Noble
7
until the later of the following to occur:
(i) January 1 of the year following the write off of the
Debt by DCT;
(ii) the payment by the Corporation to DCT of at least One
Hundred Thousand Dollars ($100,000.00) of the principal owing by the Corporation
to DCT pursuant to the July 1996 Promissory Note and the renegotiation of the
July 1996 Promissory Note by DCT and the Corporation pursuant to Section 5.2(b)
below; and
(iii) the beginning of the amortization of the
renegotiated term promissory note.
(b) In order to satisfy the requirements of Section 5.2(a)(ii)
above, the Corporation and DCT must renegotiate the July 1996 Promissory Note
(after the Corporation has paid down at least One Hundred Thousand Dollars
($100,000.00) of principal) to provide that the principal balance and any
accrued interest owing at the time of such renegotiation be paid to DCT on a
term not greater than eighty-four (84) months and an interest rate not less than
Ten percent (10%), and otherwise on terms consistent with that contained in the
Promissory Notes attached hereto as Exhibits A and C.
(c) (i) In the event Noble exercises the Option as provided
above, Noble must also acquire simultaneously a Fifty-Nine and One-Tenth percent
(59.1%) interest in the Partnership, owned equally by Xxxxxxxxx and Xxxxx, pro
rata from Xxxxxxxxx and Stone for One Dollar ($1.00).
(ii) Noble agrees to use its best efforts when exercising
its Option relating to the Partnership in such a manner and to structure the
transaction in such a way as to minimize the tax consequences to both parties.
(d) In the event that Section 5.2(a)(i), (ii) and (iii) are
not accomplished by July __, 2001, the Option provided in Section 5.1 shall
automatically terminate and no longer be of any further force or effect.
ARTICLE VI
PUT/CALL
Section 6.1 Put. (a) In consideration for the Call right provided in
Section 6.2 below, Xxxxxxxxx and Xxxxx and/or their assignees, should either or
both Xxxxxxxxx and Stone transfer or assign their shares of capital stock in the
Corporation prior to the expiration of the Put period (as defined below), shall
have the right to Put all, but not less than all, of the shares of capital stock
of the Corporation owned by them to Noble in accordance with this Section 6.1.
(b) The purchase price for which each share of capital stock
can be Put shall be equal to the Put Value, divided by the total number of
issued and outstanding shares of capital stock of the Corporation (hereinafter
referred to as "Put Purchase Price").
8
(c) The Put Purchase Price shall be paid to Xxxxxxxxx and
Xxxxx (or their assignees, as applicable), pro rata, in accordance with the
following:
(i) Twenty percent (20%) of the Put Purchase Price
shall be paid in immediately available funds at closing on the Put, which
closing will take place within sixty (60) days of the Valuation Date.
(ii) The balance of the Put Purchase Price shall be
paid to Xxxxxxxxx and Stone (or their assignees, as applicable) pursuant to a
Promissory Note to each in substantially the form of the Promissory Note
attached hereto as Exhibit A.
(d) That part of the Put Purchase Price to be paid pursuant to
the Promissory Note described in Section 6.1(c)(ii) shall be secured pursuant to
a Pledge Agreement in substantially the form of the Pledge Agreement attached
hereto as Exhibit B.
(e) The Put shall be effective from July 1, 1998 to June 30,
2000 (hereinafter referred to as "Put Period").
Section 6.2 Call. (a) In consideration of the Put right provided in
Section 6.1 above, Noble shall have the right to Call all, but not less than
all, of the shares of capital stock of the Corporation owned by Xxxxxxxxx and
Xxxxx and/or their assignees, should either or both Xxxxxxxxx and Stone transfer
or assign their shares of capital stock in the Corporation prior to the exercise
of the Call by Noble, in accordance with this Section 6.2.
(b) The purchase price for which each share of capital stock
owned by Xxxxxxxxx and Xxxxx and/or their permitted assignees can be Called
shall be equal to the Call Value, divided by the total number of issued and
outstanding shares of capital stock of the Corporation (hereinafter referred to
as "Call Purchase Price").
(c) The Call Purchase Price shall be paid to Xxxxxxxxx and
Stone (or their assignees, as applicable), pro rata, in accordance with the
following:
(i) Twenty-five percent (25%) of the Call Purchase
Price shall be paid in immediately available funds at closing on the Call, which
closing shall take place within sixty (60) days of the Valuation Date.
(ii) The balance of the Call Purchase Price shall be
paid to Xxxxxxxxx and Xxxxx (or their assignees, as applicable), pursuant to a
Promissory Note to each in substantially the form of the Promissory Note
attached hereto as Exhibit C.
(d) That part of the Call Purchase Price to be paid
9
pursuant to the Promissory Note described in Section 6.2(c)(ii) above shall be
secured pursuant to a Pledge Agreement in substantially the form of the Pledge
Agreement attached hereto as Exhibit B.
(e) The Call shall be effective from July 1, 2000 to June 30,
2002 (hereinafter referred to as "Call Period").
Section 6.3 Partnership Purchase. (a) Simultaneously with the exercise
of the Put by Xxxxxxxxx and Stone, or their assignees, as applicable, or the
exercise of the Call by Noble, as applicable, Noble agrees to purchase from
Xxxxxxxxx and Xxxxx, and Xxxxxxxxx and Xxxxx agree to sell to Noble, their
remaining partnership interests in the Partnership for the fair market value of
the assets of the Partnership, which fair market value shall be determined by an
M.A.I. Appraiser licensed in the State of Michigan, and on commercially
reasonable terms and conditions to be mutually agreed upon by Noble, Xxxxxxxxx
and Xxxxx.
(b) Noble agrees to use its best efforts to structure the
transaction described in Section 6.3(a) above in such a manner so as to minimize
the tax consequences to the parties.
Section 6.4 July 1996 Promissory Note. The Put Purchase Price and/or
Call Purchase Price, as applicable, to be paid pursuant to Sections 6.1 and 6.2
above, respectively, shall be in addition to the outstanding principal and
accrued interest owing under the July 1996 Promissory Note (or renegotiated
promissory note as provided in Section 5.2(b)) on the Valuation Date, which July
1996 Promissory Note shall be paid in accordance with its terms.
Section 6.5 Representations and Warranties. Xxxxxxxxx and Xxxxx agree
that in the event the Put or Call is exercised, in conjunction with the Closing
of the Put or Call, as applicable, Xxxxxxxxx and Stone will represent and
warrant good title to their respective capital stock to be sold, free and clear
of any liens and encumbrances, and the parties acknowledge that these
representations and warranties shall be the only representations and warranties
of Xxxxxxxxx and Xxxxx to be made in conjunction with the exercise of such Put
or Call, as applicable.
ARTICLE VII
NOTICE
Any notice, request, instruction, or other document to be given
hereunder to any party shall be in writing and deemed given on the date it is
delivered personally, by facsimile transmission with originals mailed by first
class, mail sent by registered or certified mail, postage prepaid, telegram, or
delivered by a
10
nationally recognized courier service, as follows:
If to Corporation:
DCT Component Systems, Inc.
00000 Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxx
If to Shareholders:
"Xxxxxxxxx"
Xxxxx Xxxxxx Xxxxxxxxx III
DCT Companies, Inc.
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
"Stone"
Xxxxx X. Xxxxx
c/o DCT Companies, Inc.
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
In either case, with a copy to:
Stone, Biber & O'Toole, P.C.
0000 Xxxx Xxxxxx Xx., Xxxxx 000
Xxxx, XX 00000
Attn: Xxxxx X. X'Xxxxx
"Xxxx"
Xxxxx Xxxx
c/o DCT Component Systems, Inc.
00000 Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
"Noble"
Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
In either case, with a copy to:
Xxxx X. Xxxxx, Esq.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
11
Any party may change his or its address for purposes of this Section by giving
notice of such change of address to the other party in the manner herein
provided for giving notice.
ARTICLE VIII
CORPORATE RECORDS
The Shareholders agree that the Corporation's accountant acts for both
the Corporation and the Shareholders and that each of them will have free access
to the Corporation's books and records. The Corporation's accountant may assert
no privilege against either party and shall report to the parties all
information reported to the Corporation and all matters of concern to them that
comes to the accountant's attention in the course of his, her or its services
for the Corporation.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Subject to the terms and conditions hereof, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
Section 9.2 All exhibits hereto are incorporated herein. This Agreement
and the agreements referenced herein constitute the entire Agreement of the
parties related to its subject matter and supersede all prior agreements,
whether written or oral, between the parties related to its subject matter.
Section 9.3 This Agreement is declared to have been made under the laws
of the State of Michigan.
Section 9.4 If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term
of this Agreement, such provision shall be fully severable; this Agreement shall
be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid, or unenforceable provision, there shall be added automatically as part
of this Agreement a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.
Section 9.5 The headings contained in this Agreement are for
12
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 9.6 As the context of any provision may require, nouns and
pronouns of every gender and number shall be construed in any other gender and
number.
Section 9.7 This Agreement may be amended in any manner by an
agreement, in writing, signed by all the parties hereto or by their respective
successors and assigns, heirs, executors, administrators and personal
representatives.
Section 9.8 Any party's failure to insist on compliance or enforcement
of any provision of this Agreement shall not affect its validity or
enforceability or constitute a waiver of future enforcement of that provision or
of any other provision of this Agreement.
Section 9.9 Strict compliance shall be required with each and every
provision of this Agreement. The parties hereto acknowledge that their interests
are unique, that failure to perform the obligations provided by this Agreement
and/or the threat to refuse to perform shall result in irreparable harm and
damage and that specific performance of their obligations may be obtained by a
court in equity, notwithstanding the provisions of Section 9.12 below regarding
arbitration.
Section 9.10 This Agreement may be executed in a number of
counterparts, and all counterparts executed by the Corporation and the
Shareholders shall constitute one and the same agreement, and it shall not be
necessary for the Corporation and the Shareholders to execute the same
counterpart hereof.
Section 9.11 Each of the Shareholders agrees that it will vote and act
at all times as a Shareholder of the Corporation and in all other respects use
its best efforts to take all such steps as may be reasonably within its powers
so as to cause the Corporation to act in the manner contemplated by the
provisions of this Agreement and so as to effectuate to the fullest possible
extent the provisions of this Agreement.
Section 9.12 Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
Southfield, Michigan, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered into any court having jurisdiction thereof. All
costs and expenses of the prevailing party, including, but not limited to,
reasonable attorneys' fees and expenses, shall be paid by the other party.
13
Section 9.13 The Corporation is authorized to enter into this Agreement
by virtue of a Consent Resolution adopted by the Shareholders and the Board of
Directors dated July __, 1996.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WITNESSES: "SHAREHOLDERS"
"Noble"
NOBLE INTERNATIONAL, LTD., a
Michigan corporation
/s/ Xxxxx X. Xxxxx /s/ Xxxx X. Xxxxx
------------------------ -------------------------------
/s/ Xxxx Xxxxxx By: Xxxx X. Xxxxx
________________________ Its: President
"Xxxxxxxxx"
/s/ A. Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx Xxxxxxxxx III
------------------------ -------------------------------
/s/ Jan Chirnut Xxxxx Xxxxxx Xxxxxxxxx III
------------------------
"Stone"
/s/ A. Xxxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxx
------------------------ -------------------------------
/s/ Jan Chirnut Xxxxx X. Xxxxx
------------------------
"Xxxx"
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxx
------------------------ -------------------------------
/s/ Xxxxx X. Xxxxx Xxxxx Xxxx
------------------------
"CORPORATION"
DCT COMPONENT SYSTEMS, INC.,
a Michigan corporation
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxx
------------------------ -------------------------------
/s/ Xxxxx X. Xxxxx By: Xxxxx Xxxx
________________________ Its: President
To the extent applicable, the undersigned agree to the terms
14
and conditions of the foregoing Shareholder Agreement, as of this 1st day of
July, 1996.
/s/ Xxxxxx Xxxxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxxxx
DCT COMPANIES, INC., a Michigan
corporation
/s/ Xxxxx Xxxxxx Xxxxxxxxx, III
------------------------------
By: Xxxxx Xxxxxx Xxxxxxxxx, III
Its: Chairman
15
