EXHIBIT 4
EXPENSE REIMBURSEMENT AGREEMENT
THIS EXPENSE REIMBURSEMENT AGREEMENT, dated as of November 24, 1998
(this "Agreement"), by and between Axsys Technologies, Inc. (the "Company") and
Xxxxxxx X. Xxxxxxx.
WHEREAS, the Board of Directors of the Company (the "Board") has received a
proposal (the "Proposal") from Xx. Xxxxxxx, the Chairman and Chief Executive
Officer of the Company and the beneficial owner of approximately 31% of the
outstanding shares of Common Stock of the Company, for the acquisition by Xx.
Xxxxxxx, or an entity controlled by him, of all of the outstanding shares of
Common Stock of the Company not beneficially owned by him for $15.00 per share
payable in cash; and
WHEREAS, Xx. Xxxxxxx has indicated that his willingness to proceed with the
transactions contemplated by the Proposal is conditioned upon the agreement of
the Company to reimburse Xx. Xxxxxxx for all costs and expenses, including
reasonable legal fees and expenses, incurred by him in proceeding with the
Proposal.
WHEREAS, the Board believes that it is in the interests of the Company and
its shareholders for Xx. Xxxxxxx to proceed with the Proposal; and
WHEREAS, the Board in its entirety and, in addition, the members of the
Board constituting the Special Committee for purposes of reviewing the Proposal,
has authorized and empowered the officers of the Company to cause the Company to
enter into this agreement with Xx. Xxxxxxx providing for the payment or
reimbursement of all costs and expenses as provided herein:
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows.
The Company hereby agrees to pay, or reimburse Xx. Xxxxxxx for the
payment of, all costs and expenses, including reasonable legal fees and
expenses, incurred by or on behalf of Xx. Xxxxxxx in connection with the
Proposal and the transactions contemplated thereby; provided that in no event
shall the Company be obligated to pay an aggregate amount in excess of $300,000
hereunder. The payments to be made or reimbursed hereunder shall be made
promptly by the Company upon receipt by the Company of evidence of the
incurrence of such expenses, such evidence to be reasonably satisfactory to the
Company.
This Agreement and the obligations of the parties hereunder shall
terminate on the earlier of (i) the date Xx. Xxxxxxx advises the Company in
writing of the abandonment of the transactions contemplated by the Proposal
(subject to the Company's obligation to pay any and all expenses provided for
hereunder and incurred by or on behalf of Xx. Xxxxxxx in connection with the
Proposal up to and including the date of such abandonment) and (ii) the
execution of a definitive agreement relating to the transactions contemplated by
the Proposal.
This Agreement may be executed in any number of counterparts and all
of such counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Expense
Reimbursement Agreement to be duly executed and delivered as of the 24th day of
November, 1998
/s/ Xxxxxxx X. Xxxxxxx
_________________________________________
Xxxxxxx X. Xxxxxxx
AXSYS TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
____________________________________
Xxxxx X. Xxxxxxxxx
Vice President
