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VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (this "Agreement") is made as of
this 8th day of June, 1998, by and between Xxxxx Xxxxxxx (the "Trustee"), and
the stockholders listed on Exhibit A hereto (each a "Stockholder" and
collectively, the "Stockholders"). The term "Stockholders" shall include any
additional parties who may become parties hereto.
WITNESSETH:
WHEREAS, in order to engage in certain market-making
activities and other principal transactions in the common stock, par value
$.001 per share (the "Common Stock"), of Power-One, Inc., a Delaware
corporation (the "Corporation"), without the need to deliver a prospectus under
current law and regulations, it is necessary that Xxxxxxxx Inc. not be deemed
an "affiliate" of the Corporation under the Securities Act of 1933, as amended
(the "Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
WHEREAS, the relationships among the Stockholders, Xxxxxxxx
Inc. and the Corporation may create an inference that such affiliation exists;
WHEREAS, the Stockholders believe it is in their best
interests that Xxxxxxxx Inc. engage in market- making activities and other
principal transactions in the Common Stock;
WHEREAS, each Stockholder owns certain shares of Common Stock
of the Corporation (the "Stock") set forth on Exhibit A hereto and believes it
is in their best interests to enter into the Agreement so as to facilitate such
activities by Xxxxxxxx Inc.; and
WHEREAS, the Trustee desires to serve as trustee of the voting
trust created hereby.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises, covenants and agreements set forth herein, the parties hereby
agree as follows:
1. CREATION OF VOTING TRUST.
Subject to the terms and conditions hereof, a voting
trust in respect of the Stock (the "Voting Trust") is hereby created and
established in accordance with Section 218 of the Delaware General Corporation
Law, and the Trustee hereby accepts the trust created hereby and agrees to
serve as trustee hereunder.
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2. DEPOSIT AND TRANSFER OF STOCK; VOTING TRUST
CERTIFICATES.
(a) DEPOSIT OF STOCK. Simultaneously with the
execution and delivery of this Agreement, each Stockholder has duly and validly
assigned and delivered to the Trustee all of the shares of Stock, represented
by a certificate or certificates duly and validly endorsed in blank, and
accompanied by instruments of transfer sufficient to enable the shares of Stock
to be transferred to the name of the Trustee not in its individual capacity,
but solely as Trustee.
(b) TRANSFER OF STOCK TO TRUSTEE. All
certificates deposited with the Trustee pursuant to Section 2(a) hereof shall
be surrendered to the Corporation for cancellation, and new certificates for
the shares of Stock shall be issued in the name of the Trustee, as trustee
under this Agreement.
(c) NO SALE OF STOCK BY TRUSTEE/PLEDGE OF STOCK
BY STOCKHOLDER. The Trustee shall have no authority to sell or otherwise
dispose of or encumber any of the Stock deposited pursuant to the provisions of
this Agreement. Nothing herein shall prevent a Stockholder from encumbering
the Stock owned by it and held under the Voting Trust. In the event a
Stockholder desires to pledge any of its shares of the Stock the Stockholder
shall direct the Trustee in writing, and the Trustee shall be obligated to
cooperate reasonably with such Stockholder, including pledging and delivering
or causing to be delivered a share certificate for shares of the Stock
corresponding to the number of shares in the Voting Trust pledged by such
Stockholder. The Trustee shall have no duty to follow the instructions or
advice of any pledgee.
(d) VOTING TRUST CERTIFICATES. On receipt by the
Trustee from the Corporation of a certificate or certificates, in the name of
the Trustee, representing the Stock, the Trustee shall hold such certificate(s)
subject to the terms of this Agreement, and thereupon shall issue and deliver
to each Stockholder, voting trust certificates (each hereinafter referred to as
a "Voting Trust Certificate" and together the "Voting Trust Certificates") for
the Stock deposited hereunder by each Stockholder. The Voting Trust
Certificates shall be in substantially the form of Exhibit B attached hereto
and shall bear the following legend:
THIS VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
(e) TRANSFER OF VOTING TRUST CERTIFICATES. The
Voting Trust Certificates issued and delivered hereunder may not be transferred
by the Stockholders.
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(f) REPLACEMENT OF CERTIFICATES. If a Voting
Trust Certificate shall become mutilated or be destroyed, stolen or lost, the
Trustee, in its discretion, may issue a new Voting Trust Certificate of like
tenor and denomination in exchange and substitution for and on cancellation of
the mutilated Voting Trust Certificate, or in substitution of the Voting Trust
Certificate so destroyed, stolen or lost. The applicant for a substitute
Voting Trust Certificate shall furnish to the Trustee evidence of the
destruction, theft or loss of the Voting Trust Certificate satisfactory to it
in its discretion. The applicant shall also furnish indemnity satisfactory to
the Trustee and to its agents.
3. CONCERNING THE TRUSTEE.
(a) VOTING AND OTHER ACTIONS BY TRUSTEE. During
the term of this Agreement and so long as the Trustee shall hold shares of
Stock pursuant to this Agreement:
(i) The Trustee shall vote the Stock
deposited hereunder, or give written consents in lieu of voting thereon, in
person or by proxy at any and all meetings of the shareholders of the
Corporation, or when such consents are given in lieu of such meetings, for
whatsoever purpose called or held, and in any and all proceedings, whether at a
meeting of the shareholders or otherwise, wherein the vote or written consent
of shareholders may be required or authorized by law;
(ii) The Trustee shall vote the Stock
"for" and/or "against" any proposal or other matter submitted to the
shareholders of the Corporation for approval, including the election of
directors, in the same proportion as the votes cast "for" and "against" such
proposal or other matter by all other shareholders, not counting abstentions,
and the Trustee shall not abstain from voting any shares of the Stock;
(iii) No person other than the Trustee
shall have any voting right in respect of the Stock;
(iv) The Stock shall be held by the
Trustee for the benefit of the Stockholders subject to the terms of this
Agreement, and the Stockholders shall retain the right to receive dividends and
distributions with respect to the Stock as described in Section 4 hereof;
(v) The Trustee shall have no beneficial
interest in the Stock, which interest shall reside with the Stockholders; and
(vi) Notwithstanding that the Trustee
shall vote a substantial number of shares of the Common Stock of the
Corporation, the Trustee shall have no duty or obligation to supervise,
oversee, monitor, or in any other way manage or become involved in the
day-to-day operations of the Corporation, and
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such duties and obligations shall reside solely with the board of directors and
officers of the Corporation.
(b) DELEGATION OF DUTIES. The duties,
responsibilities and obligations of the Trustee shall be limited to those
expressly set forth herein and no duties, responsibilities or obligations shall
be inferred or implied. The Trustee shall not be subject to, nor required to
comply with, any other agreement between or among any or all of the
Stockholders or to which any Stockholder is a party, even though reference
thereto may be made herein, or to comply with any direction or instruction
(other than those contained herein or delivered in accordance with this
Agreement) from any Stockholder or any entity acting on its behalf. The
Trustee shall not be required to, and shall not, expend or risk any of its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder.
(c) COMPENSATION OF TRUSTEE. Xxxxxxxx Inc. shall
pay the Trustee an annual fee of $10,000.00, payable upon execution of this
Agreement and thereafter on each anniversary date of this Agreement. The
provisions of this Section 3(c) shall survive termination of this Agreement and
the resignation or removal of the Trustee.
(d) EXPENSES OF TRUSTEE; INDEMNIFICATION. The
Trustee is expressly authorized to incur and pay all reasonable charges and
other expenses which it may deem necessary and proper in the performance of its
duties under this Agreement, including the reasonable compensation and the
expenses and disbursements of its agents and counsel. Xxxxxxxx Inc. agrees to
indemnify the Trustee and its agents against all claims, reasonable costs of
defense of claims (including reasonable attorneys' fees and disbursements),
expenses and liabilities incurred by the Trustee arising out of or in
connection with the administration of the Voting Trust, including the
reasonable costs and expenses of defense against any claim or liability in
connection with the exercise or performance of its powers or duties hereunder,
except in any case in which the Trustee acted with gross negligence, willful
misconduct or bad faith. Xxxxxxxx Inc. shall be responsible for and shall
reimburse the Trustee upon demand for all expenses, disbursements and advances
incurred or made by the Trustee in connection with this Agreement. The
provisions of this Section 3(d) shall survive termination of this Agreement and
the resignation or removal of the Trustee.
(e) LIABILITY OF TRUSTEE. The Trustee shall not
be liable for any action taken or omitted or for any loss or injury resulting
from its actions or its performance or lack of performance of its duties
hereunder in the absence of gross negligence or willful misconduct on its part.
The Trustee shall be free from liability in acting upon any paper, document or
signature believed by it to be genuine and to have been signed by the proper
party. The Trustee shall not be liable for any error in judgment or for any
act taken or omitted to be taken, or for any mistake of fact or
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law, or for anything for which it may do or refrain from doing in good faith,
except that the Trustee shall be liable for its gross negligence, willful
misconduct or bad faith.
(f) TERM. The Trustee shall serve as trustee
hereunder during the entire term of this Agreement or until its earlier
resignation or removal.
(g) RESIGNATION OF TRUSTEE. The Trustee may
resign by giving thirty (30) days advance written notice of its resignation to
the Stockholders.
(h) REMOVAL OF TRUSTEE. The Trustee shall be
subject to removal by the affirmative vote of Stockholders owning a majority of
the Stock held under this voting trust only if the Trustee (i) materially
breaches the terms of this Voting Trust Agreement, (ii) is (if an individual)
found to be incompetent, or (iii) becomes the subject of an order for relief on
a proceeding under the federal bankruptcy laws or other similar laws.
(i) DEATH OF TRUSTEE. The rights and duties of
the Trustee hereunder shall terminate on the death of an individual Trustee and
no interest in any of the property owned or held by the Trustee nor any of the
rights or duties of the Trustee may be transferred by will, devise, succession
or in any manner except as provided in this Agreement. The heirs,
administrators and executors of the Trustee shall, however, have the right to
convey any property held by the Trustee to the successor Trustee.
(j) SUCCESSOR TRUSTEE. In the event of the
resignation, removal or death of the Trustee, the Trustee shall be succeeded by
a successor Trustee designated by Xxxxxxxx Group, Inc. who shall not be a
Xxxxxxxx Party (as defined in Section 5(a)). Any successor Trustee shall
succeed to all of the rights and obligations of the Trustee hereunder. The
Trustee shall not be liable for the selection of a successor Trustee hereunder.
Upon receipt of the identity of the successor Trustee, the Trustee shall either
deliver the property then held hereunder to the successor Trustee, less
Trustee's fees, costs and expenses or other obligations owed to the Trustee, or
hold such property (or any portion thereof), pending distribution, until all
such fees, costs and expenses or other obligations are paid.
Upon delivery of the property to successor Trustee,
the Trustee shall have no further duties, responsibilities or obligations
hereunder.
4. RIGHTS AND DUTIES OF STOCKHOLDERS.
(a) CASH DIVIDENDS. The Stockholders shall be
entitled to receive from time to time payments equal to the amount of cash
dividends, if any, collected or received by the Trustee with respect to the
shares of Stock in proportion to their respective interests in the Voting
Trust. These payments shall be made as
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soon as practicable after the receipt of the dividends at the risk and expense
of the Stockholder.
(b) SHARE DIVIDENDS. If the Trustee receives any
additional shares of capital stock of the Corporation as a dividend or other
distribution with respect to any shares of Stock, the Trustee shall hold such
shares subject to this Agreement for the benefit of the Stockholders in
proportion to their respective interests, and the shares shall become subject
to all of the terms and conditions of this Agreement to the same extent as if
they were originally deposited hereunder. The Trustee shall issue Voting Trust
Certificates in respect of these shares to the Stockholders of record at the
close of business on the record date determined pursuant to the provisions of
Section 4(d).
(c) OTHER DISTRIBUTIONS TO STOCKHOLDERS. If at
any time during the continuation of this Agreement the Trustee shall receive or
collect any moneys through a distribution by the Corporation to its
shareholders, other than in payment of cash dividends, or shall receive any
property (other than shares of capital stock of the Corporation) through a
distribution by the Corporation to its shareholders, the Trustee shall promptly
distribute such money or other property to the Stockholders, in proportion to
their respective interests, registered at the close of business on the record
date determined pursuant to the provisions of Section 4(d).
(d) RECORD DATE FOR DISTRIBUTIONS. The date
fixed by the Board of Directors of the Corporation for closing the transfer
books of the Corporation shall constitute the record date for the determination
of the Stockholders entitled to receive the payment or distribution of
dividends or the distribution of rights.
(e) ACQUISITION OF ADDITIONAL SHARES. At such
time as a Stockholder acquires additional shares of stock of the Corporation,
other than pursuant to Section 4(b), or disposes of shares of stock of the
Corporation, such Stockholder shall promptly notify Xxxxxxxx Inc., to the
attention of Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx, of such acquisition or
disposition.
(f) AMENDMENT OF SCHEDULE 13D. Each Stockholder
shall take any and all reasonable action necessary to assist the Trustee in
filing a prompt Schedule 13D with the U.S. Securities and Exchange Commission
to reflect the arrangements set forth herein.
5. TRANSFER OF THE STOCK.
(a) PERMITTED SALE/TRANSFER. Except as provided
below, no sale or transfer of Stock held under this Voting Trust is permitted
during the term of this Voting Trust. Nothing herein shall restrict the rights
of Stockholders to sell
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or transfer all or any shares of the Stock to any person other than Xxxxxxxx
Inc. or any person, firm or corporation that is an "affiliate" of Xxxxxxxx Inc.
under the Securities Act or the Exchange Act (Xxxxxxxx Inc. and each such
person, firm or corporation being hereinafter referred to as a "Xxxxxxxx
Party"); provided, however, that any such sale or transfer must have the
consent of the Corporation, such consent to be evidenced by the consent of a
majority of the Board of Directors of the Corporation (excluding for such
purposes Xxx X.X. Xxxxxx, and any members of the Corporation's Board of
Directors who are affiliates, employees, officers, directors, general partners
or agents of either Xxxxxxxx Inc. or Xxxxxxxx Group, Inc.) except for sales or
transfers (i) pursuant to Rule 144 under the Securities Act (treating Rule
144(k) as inapplicable regardless of its availability to any Stockholder, and
aggregating all sales or transfers by all Stockholders occurring within any
three-month period for purposes of Rule 144(e)), and (ii) in connection with a
business combination, tender offer or other fundamental corporate transaction
under which a third-party acquiror obtains control of the Corporation (other
than solely through the purchase of the Stock).
Notwithstanding the foregoing, any Stockholder may sell or
transfer all or any portion of the Stock to a Xxxxxxxx Party, but only if the
shares of Stock so transferred remain deposited in and subject to the terms of
this Voting Trust, in which case the transferee shall execute the Consent
attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee
will issue to the transferee one or more Voting Trust Certificates in respect
thereof.
Notwithstanding the foregoing, the Stockholders may accept the
imposition of transfer restrictions on the Stock in addition to those set forth
herein, and will deliver to the Trustee copies of any such restrictions. The
Trustee shall have no duties or responsibilities with respect to such other
restrictions.
(b) PROCEDURE FOR EFFECTING SALE OR TRANSFER OF
STOCK. Upon the sale or transfer of all or any portion of the Stock, the
transferring Stockholder shall deliver to the Trustee (i) a notice specifying
the number of shares transferred and a representation that the transfer may be
effected under any restrictions on transfer not set forth herein and, in the
case of a transfer under which the shares transferred will not remain subject
to the Voting Trust, a notice specifying to whom delivery of certificates
representing such shares, duly endorsed by the Trustee in blank, shall be
delivered, together with a written representation on the part of the
transferring Stockholder that such transfer is in accordance with the
requirements of Section 5(a) above, and (ii) if the transferee's shares will be
subject to the Voting Trust and bound by the terms of this Agreement, an
executed counterpart signature page to this Agreement executed by the
transferee under which the transferee consents to being deemed a Stockholder
hereunder for all purposes. The Stockholder's or transferee's failure to
deliver an executed counterpart signature page in no way limits or affects the
application of the Voting Trust or the terms of this Agreement to a transferee
or its shares if by the terms
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hereof such shares are to be subject to the Voting Trust. The Trustee will
have no duty to determine whether any transfer is in accordance with the
requirements of Section 5(a) above, but shall be permitted to rely upon the
written advice of the Stockholder and of Xxxxxxxx Inc. In the case of a
transfer of shares to a transferee who will not be required to maintain the
shares in the Voting Trust, upon receipt of all required documentation from the
transferring Stockholder and the written advice of the Stockholder and Xxxxxxxx
Inc. the Trustee shall request that the Corporation deliver or cause to be
delivered the appropriate number of shares of Stock as instructed. Transferred
shares not required to be subject to the Voting Trust will be free of any
restrictions under this Agreement.
6. TERM OF VOTING TRUST AGREEMENT.
(a) IRREVOCABILITY OF TRUST. The Voting Trust
created by this Agreement is declared expressly irrevocable except as otherwise
specifically stated herein.
(b) This Agreement and the Voting Trust and
transfer restrictions created hereby shall terminate upon the earlier to occur
of:
(i) the expiration of ten (10) years
from the date hereof;
(ii) the sale or transfer of all of the
Stock to transferees under circumstances in which no shares of the Stock are
required to be subject to the Voting Trust in accordance with Section 5 of
this Agreement;
(iii) delivery to the Trustee of a
certificate of Xxxxxxxx Inc., in form and substance satisfactory to the
Trustee, that Xxxxxxxx Inc. no longer engages in market-making activities and
other principal transactions in the Common Stock of the Corporation and will
not so engage until it has received a written opinion of nationally recognized
securities counsel that Xxxxxxxx Inc. will not be deemed an "affiliate" of the
Corporation under the Securities Act or the Exchange Act;
(iv) delivery to the Trustee of a
certificate of Xxxxxxxx Inc., in form and substance satisfactory to the
Trustee, that a shelf registration statement for the Corporation registering
the market- making activities and other principal transactions of Xxxxxxxx Inc.
has been filed with and declared effective by the U.S. Securities and Exchange
Commission and that Xxxxxxxx Inc. undertakes to deliver a prospectus with the
confirmation of each sale by it as principal; or
(v) delivery to the Trustee of a written
opinion of nationally recognized securities counsel, in form and substance
satisfactory to Xxxxxxxx Inc.
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and the Trustee, that after giving effect to termination of the Voting Trust
Xxxxxxxx Inc. will not be deemed an "affiliate" of the Corporation under the
Securities Act or the Exchange Act.
(c) RETURN OF STOCK CERTIFICATES AFTER
TERMINATION. As soon as practicable after the termination of this Agreement,
upon payment by Xxxxxxxx Inc. of a sum sufficient to cover any governmental
charge on the transfer or delivery of the certificates for shares of Stock that
remained subject to the Voting Trust immediately prior to the termination of
this Agreement, the Trustee shall deliver to the Stockholders (or their
designees) certificates representing the number of shares of Stock to which
they are entitled in accordance with their respective interests subject to the
Voting Trust immediately prior to the termination of this Agreement or shall
direct the Corporation to deliver or cause to be delivered the appropriate
certificates to the Stockholders.
7. RECORDS AND BOOKS.
(a) RECORD OF SHARES. The Trustee shall maintain
a record of all stock certificates of the Corporation which are transferred to
the Trustee. The Trustee shall receive and hold the new stock certificates
issued by the Corporation in the name of the Trustee and shall maintain a
record indicating the date of issuance of the certificates, the certificate
numbers, the name of the Stockholders whose shares are represented by such
certificates, the date of receipt of the certificates, and the place in which
the certificates are held by it.
(b) RECORD OF VOTING TRUST CERTIFICATES. The
Trustee shall keep a record of the holders of Voting Trust Certificates, which
record shall indicate the names and addresses of all such holders and the
number of shares of Stock in respect of which the Voting Trust Certificate held
by each is issued, and shall deposit a copy of such record with the Corporation
at its registered office or principal place of business.
(c) OTHER RECORDS. The Trustee shall maintain
such other records and books as to enable it to carry out the terms and
provisions of this Agreement.
(d) INSPECTION OF RECORDS. Pursuant to Section
218 of the Delaware General Corporation Law, this Agreement and the record of
the Stockholders maintained by the Trustee shall be subject to the same right
of examination by a shareholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation under applicable laws
and the Certificate of Incorporation and Bylaws of the Corporation.
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8. MISCELLANEOUS.
(a) ADDITIONAL ACTIONS. Each of the parties
hereto agrees to take or cause to be taken such further actions, to execute and
deliver or cause to be executed and delivered such further instruments and to
use their reasonable best efforts to obtain such requisite consents as any
other party may from time to time reasonably request in order to fully
effectuate the purposes, terms and conditions of this Agreement.
(b) NOTICES. All notices and other
communications given under this Agreement shall be in writing and shall be
deemed to have been duly given when delivered in person or mailed by first
class, registered mail, postage prepaid, or by facsimile transmission, telegram
or overnight courier and addressed to the parties at their addresses shown
below:
(i) If to Trustee:
Xxxxx Xxxxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
(ii) If to Xxxxxxxx Inc.:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx and
Xxxxx X. Xxxxxx
(iii) If to any other Stockholder:
Such Stockholder's address as it
appears in the records of the
Trustee as furnished to the Trustee
by such Stockholder in writing
or to such other address as any of them by written notice to the others may
from time to time designate. Each notice or other communication which shall be
personally delivered, mailed, telecopied or couriered in the manner described
above, or which shall be delivered to a telegraph company, shall be deemed
sufficiently received for all purposes at such time as it is delivered to the
addressee (with any return receipt or delivery receipt being deemed conclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
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(c) SEVERABILITY. If any part of any provision
of this Agreement or any other agreement, document or writing given pursuant to
or in connection with this Agreement shall be invalid or unenforceable under
applicable law, said part shall be ineffective to the extent of such invalidity
only, without in any way affecting the remaining parts of said provisions or
the remaining provisions of said agreement.
(d) BINDING EFFECT. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, devisees, executors, administrators, legal representatives,
successors and assigns.
(e) AMENDMENT. No amendment or modification of
this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in a writing duly executed by the party against whom enforcement of the
amendment, modification or waiver is sought.
(f) PRONOUNS. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as identity of the person or entity may require.
(g) HEADINGS. Section and subsection headings
contained in this Agreement are inserted for convenience of reference only,
shall not be deemed to be a part of this Agreement for any purpose and shall
not in any way define or affect the meaning, construction or scope of any of
the provisions hereof.
(h) GOVERNING LAW. This Agreement, the rights
and obligations of the parties hereto, and any claims or disputes relating
thereto, shall be governed by and construed in accordance with the laws of the
State of Delaware (but not including the choice of law rules thereof).
(i) EXECUTION IN COUNTERPARTS. To facilitate
execution, this Agreement may be executed in as many counterparts as may be
required; and it shall not be necessary that the signatures of, or on behalf
of, each party, or that the signatures of all persons required to bind any
party, appear on each counterpart; but it shall be sufficient that the
signature of, or on behalf of, each party, or that the signatures of the
persons required to bind any party, appear on one or more of the counterparts.
All counterparts shall collectively constitute a single agreement. It shall
not be necessary in making proof of this agreement to produce or account for
more than a number of this Agreement to produce or account for more than a
number of counterparts containing the respective signatures of, or on behalf
of, all the parties hereto.
(j) STOCKHOLDER REPRESENTATIONS. Each
Stockholder hereby represents and warrants (a) that this Agreement has been
duly authorized, executed and delivered on its behalf and constitutes its
legal, valid and binding
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obligation and (b) that the execution, delivery and performance of this
Agreement by the Stockholder does not and will not violate any applicable law or
regulation.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Voting Trust Agreement, or have caused this Voting Trust Agreement to be duly
executed on their behalf, as of the day and year first hereinabove set forth.
WITNESS/ATTEST: TRUSTEE:
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Xxxxx Xxxxxxx, as Voting Trustee
STOCKHOLDERS:
XXXXXXXX GROUP, INC.
By:
---------------------------------
Name:
XXXXXXX X. XXXXXXXX TRUST NO. ONE UID 1/4/88
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, co-trustee
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, co-trustee
XXXX X. XXXXXXXX TRUST UID 1/4/85
By:
---------------------------------
Name: Xxxx X. Xxxxxxxx, co-trustee
---------------------------------
Name: X.X. Xxxxxxxx, co-trustee
---------------------------------
Name: Xxxxxx X. Xxxx, co-trustee
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XXXXXX X. XXXXXXXX TRUST UID 9/30/87
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, trustee
XXXXXX & XXXXXXX XXXXXXXX CHILDREN'S TRUST UID 9/30/87
By:
---------------------------------
Name: Xxx X.X. Xxxxxx, trustee
XXXXXXX XXXXXXX XXXXXXXX TRUST UID 3/22/84
By:
---------------------------------
Name: Xxxxxxx Xxxxxxx Xxxxxxxx, trustee
XXXXXXXXX XXX XXXXXXXX XXXXXXXX REVOCABLE TRUST UID
8/25/92
By:
---------------------------------
Name: Xxxxxxxxx Xxx Xxxxxxxx Xxxxxxxx, trustee
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X. X. XXXXXXXX, XX. REVOCABLE TRUST UID 2/19/93
By:
---------------------------------
Name: X.X. Xxxxxxxx, Xx., trustee
XXXXXXX X. XXXXXXXX GRANDCHILDRENS TRUST AAAA UID 1/26/96
By:
---------------------------------
Name: Xxx X.X. Xxxxxx, trustee
XXXXXX XXXXX XXXXXXXX TRUST ONE UID 4/10/92
By:
---------------------------------
Name: Xxxxxx Xxxxx Xxxxxxxx, co-trustee
---------------------------------
Name: Xxxx X. Xxxxxxxx, co-trustee
---------------------------------
Name: Xxxxxxxxx Xxx Xxxxxxxx Xxxxxxxx,
co-trustee
---------------------------------
Name: X.X. Xxxxxxxx, Xx., co-trustee
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XXXXXX XXXXX XXXXXXX XXXXXXXX TRUST UID 9/10/86
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, trustee
XXXX XXXXXXX XXXXXXXX TRUST UID 12/1/87
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, trustee
XXXXX XXXXXXXX XXXXXXXX TRUST UID 12/28/90
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, trustee
CORAL TWO CORPORATION
By:
---------------------------------
Name: Xxx X.X. Xxxxxx, President
CORAL PARTNERS
By:
---------------------------------
Name: Xxx X.X. Xxxxxx, managing partner
---------------------------------
Name: Xxxxxx Xxxxxxxx, managing partner
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XXX X.X. XXXXXX
By:
---------------------------------
XXXXXX ENTERPRISES, INC.
By:
---------------------------------
Name: Xxx X.X. Xxxxxx, President
J&J PARTNERS
By:
---------------------------------
Name: Xxx X.X. Xxxxxx, managing partner
XXXX XXXXXX
By:
---------------------------------
XXXXXX X. XXXXXXXX, XX.
By:
---------------------------------
XXXXXXXX ENTERPRISES
By:
---------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
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ACKNOWLEDGMENT
This is to acknowledge that a copy of this Voting Trust
Agreement has been received by this Corporation and that the Secretary has been
furnished with a copy thereof to place in both the Minute Book of the
Corporation and to attach to the stock ledger of the Corporation.
---------------------------------
By: (SEAL)
---------------------------------
Name:
----------------------------
Title:
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EXHIBIT A
NAME OF STOCKHOLDER NUMBER OF SHARES
Xxxxxxxx Group, Inc. 3,704,050
Xxxxxxx X. Xxxxxxxx Trust No. One UID 1/4/88 121,908
Xxxx X. Xxxxxxxx Trust UID 1/4/85 151,204
Xxxxxx X. Xxxxxxxx Trust UID 9/30/87 87,989
Xxxxxx & Xxxxxxx Xxxxxxxx Children's Trust UID 9/30/87 130,679
Xxxxxxx Xxxxxxx Xxxxxxxx Trust UID 3/22/84 60,618
Xxxxxxxxx Xxx Xxxxxxxx Xxxxxxxx Revocable Trust UID 304,362
8/25/92
X. X. Xxxxxxxx, Xx. Revocable Trust UID 2/19/93 364,363
Xxxxxxx X. Xxxxxxxx Grandchildrens Trust AAAA UID 1/26/96 492,289
Xxxxxx Xxxxx Xxxxxxxx Trust One UID 4/10/92 366,871
Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx Trust UID 9/10/86 63,720
Xxxx Xxxxxxx Xxxxxxxx Trust UID 12/1/87 63,720
Xxxxx Xxxxxxxx Xxxxxxxx Trust UID 12/28/90 63,270
Coral Two Corporation 143,748
Coral Partners 94,089
Xxx X.X. Xxxxxx 94,089
Xxxxxx Enterprises, Inc. 209,088
J&J Partners 52,272
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Xxxx Xxxxxx 67,953
Xxxxxx X. Xxxxxxxx, Xx. 104,544
Xxxxxxxx Enterprises 52,272
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EXHIBIT B
VOTING TRUST CERTIFICATE
THIS VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
NO. R-1
This certifies that the undersigned Trustee has received
certificates representing [_______] shares of Common Stock, par value $.001 per
share (the "Shares"), of Power-One, Inc. (the "Corporation") from
__________________________ (hereinafter referred to as the "Holder"), duly
endorsed in blank or to the undersigned Trustee on the following terms and
conditions pursuant to the Voting Trust Agreement, dated June __, 1998 (the
"Voting Trust Agreement") among the Trustee, _________________ and additional
parties who may become parties thereto:
Capitalized terms used herein but not defined herein shall
have the meanings assigned to such terms in the Voting Trust Agreement.
VOTING RIGHTS
The undersigned Trustee during the term of the Voting Trust
Agreement is the owner of the Shares for all purposes relating to the Voting
Trust Agreement and in all matters of the Corporation for which the shares may
be voted. The Trustee shall exercise voting rights in respect of the Shares as
provided in the Voting Trust Agreement. No voting rights of the shares of the
Corporation are granted by this Certificate and only those rights provided to
the holders of Voting Trust Certificates in the Voting Trust Agreement are
represented by this Certificate.
DIVIDENDS AND DISTRIBUTIONS
The Holder shall be entitled to receive, subject to the
limitations set forth in the Voting Trust Agreement, all dividends and other
distributions of the Corporation received by the undersigned Trustee in respect
of the Shares, except
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that the Trustee shall receive and hold any stock dividends pursuant to the
terms of the Voting Trust Agreement.
TERMINATION
This Agreement and the Voting Trust and transfer restrictions
created hereby shall terminate upon the earlier to occur of: (i) the expiration
of ten (10) years from the date hereof; (ii) the sale or transfer of all of the
Stock in accordance with the Voting Trust Agreement; (iii) delivery to the
Trustee of a certificate of Xxxxxxxx Inc., in form and substance satisfactory to
the Trustee, that Xxxxxxxx Inc. no longer engages in market-making activities
and other principal transactions in the Common Stock of the Corporation and will
not so engage until it has received a written opinion of nationally recognized
securities counsel that Xxxxxxxx Inc. will not be deemed an "affiliate" of the
Corporation under the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iv)
delivery to the Trustee of a certificate of Xxxxxxxx Inc., in form and substance
satisfactory to the Trustee, that a shelf registration statement for the
Corporation registering the market- making activities and other principal
transactions of Xxxxxxxx Inc. has been filed with and declared effective by the
U.S. Securities and Exchange Commission and that Xxxxxxxx Inc. undertakes to
deliver a prospectus with the confirmation of each sale by it as principal; or
(v) delivery to the Trustee of a written opinion of nationally recognized
securities counsel, in form and substance satisfactory to Xxxxxxxx Inc. and the
Trustee, that after giving effect to termination of the Voting Trust Xxxxxxxx
Inc. will not be deemed an "affiliate" of the Corporation under the Securities
Act or the Exchange Act.
-2-
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TRANSFER OF CERTIFICATES
This Certificate shall not be transferable.
DATED, the _____ day of __________________________, ______.
XXXXX XXXXXXX
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as VOTING TRUSTEE
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-3-
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EXHIBIT C
CONSENT
The undersigned, ______________________________, being a
holder of _______ shares (the "Shares") of common stock par value $.001 per
share, of Power-One, Inc. (the "Common Stock") hereby (i) agrees to become a
party to the Voting Trust Agreement dated as of June __, 1998 (the "Voting
Trust Agreement") relating to the Common Stock, (ii) agrees to be bound by all
the provisions thereof as if the undersigned were an original party thereto,
and (iii) agrees to surrender the certificates representing the Shares to the
Trustee under the Voting Trust Agreement in exchange for a Voting Trust
Certificate as provided in the Agreement.
Dated:
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By:
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