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Exhibit 10.31
AGREEMENT EFFECTIVE AUGUST 31, 2001 AMONG PROVANT, INC.
("PROVANT") AND THE PROVANT COMMITTEE TO RESTORE SHAREHOLDER VALUE
1. With respect to the 2001 annual meeting of stockholders, Provant
agrees to fix, and represents that it has fixed, the number of Directors at
eight and shall nominate and use all reasonable efforts to cause the election of
the Company's current Board (five in number) and the three nominees of The
Provant Committee to Restore Shareholder Value (the "Committee"), Xxxxxx X.
Xxxxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx (collectively, the
"Nominees"), subject to their approval by Provant's Nominating Committee. The
date of the 2001 annual meeting of stockholders will be October 15, 2001.
Assuming the above-mentioned approval by the Nominating Committee, by September
7, 2001, the Board will add the above-named Nominees to the Board and the Board
shall create, as a standing committee of the Board, a Strategic Planning
Committee to be comprised of three Directors. The role of the Strategic Planning
Committee shall be to advise the Board concerning overall strategic planning for
the Company. The Board shall elect as the initial members of the Strategic
Planning Committee Xxxx X. Xxxxx (Chairman) and Messrs. Xxxxxxxxx and Xxxxxxx
(assuming the above-mentioned approval by the Nominating Committee).
2. Xxxxxxx X. Xxxxxxx represents that he is duly authorized to act on
behalf of the Committee and sign this agreement on behalf of the Committee and
each of its members, and that he and the other members of the Committee shall
immediately cease all efforts related to their proxy contest or obtaining
control of Provant's Board. References to the "Committee" in paragraphs 3-6
shall mean each member of the Committee individually and the Committee as a
group.
3. The Committee hereby agrees to vote all of their shares of Provant
common stock in favor of the eight nominees to the Board specified above at the
2001 annual meeting of stockholders, and upon the request of Provant shall grant
a proxy to Provant to this effect. In connection with the election of Directors
at the 2002 annual meeting of stockholders, the Committee also agrees to vote
all their Provant shares for the election of such eight nominees or, at
Provant's request, grant their proxy with respect to their Provant shares to
Provant's proxies to this effect, so long as the Committee's three Nominees
referred to above who agree to stand for re-election are nominated for
re-election at the 2002 annual meeting and no more than eight directors in total
are nominated for election at the 2002 annual meeting.
4. The Committee shall be bound by customary standstill provisions
regarding proxy contests and efforts to obtain control of Provant through
December 31, 2002.
5. The Committee and Provant agree not to disparage each other through
the term of the standstill provisions (i.e., December 31, 2002).
6. Provant and the Committee shall jointly issue a mutually approved
press release and follow on press release announcing the formal election of the
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Nominees. Except to the extent otherwise required by law, the parties shall make
no other public announcements regarding the agreement that has been reached.
7. Provant agrees to reimburse in cash to the Committee for its
documented out-of-pocket expenses incurred in connection with the Committee's
proxy contest up to a maximum of $350,000, provided that each member of the
Committee signifies their agreement in writing to Provant to the terms of this
agreement.
8. Provant confirms that the practice of its Board members is to
abstain from any vote in which they individually have a personal financial
interest.
9. In the event that the Provant Nominating Committee does not approve
each of the three above-named Nominees and all of those Nominees are not added
to the Board by September 7, 2001, the parties' obligations under this agreement
shall terminate.
10. This agreement shall be superseded by a more formal agreement among
Provant and all the members of the Committee dealing with the provisions of this
agreement and related matters. Until and unless the more formal agreement is
executed, this agreement shall constitute a legally binding agreement between
the parties.
PROVANT, INC. THE PROVANT COMMITTEE TO RESTORE
SHAREHOLDER VALUE
By /s/Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx
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Its Chairman By Xxxxxxx X. Xxxxxxx individually and
on
behalf of the Committee
