SHARES PURCHASE AGREEMENT
THIS
SHARES PURCHASE AGREEMENT is made and entered into on August 17, 2010, by and
between Preformed Line Products Company, an Ohio corporation (“Purchaser”), and
the trustee under the Irrevocable Trust Agreement Between Xxxxxxx X. Xxxxxxx and
Xxxxxxx X. Xxxx, dated July 29, 2008 (“Seller”).
RECITALS
A. Purchaser’s
common shares, $2 par value, are traded on the NASDAQ National Market (the
“NASDAQ”) under the symbol “PLPC” and Purchaser is a reporting company under the
Securities Exchange Act of 1934, as amended. As a result, financial
and other material business information about Purchaser is publicly
available.
B. Seller
is the trustee of a trust established by a shareholder and director of
Purchaser. The Business Advisors of the trust are Xxxxxx Xxxxxxx, the
Chief Executive Officer of Purchaser and a shareholder, and Xxxxxxx Xxxxxxx, a
shareholder of Purchaser. The trust is the owner of 997,000 common
shares of Purchaser;
C. Seller
approached Purchaser regarding Seller’s desire to sell 32,687 of Seller’s common
shares to Purchaser (the “Shares”);
D. In
response to Seller’s inquiry, Purchaser after due consideration, including the
review and approval of the proposed transaction by (i) the Company’s Audit
Committee of the Board of Directors (appointed as a special committee to review
the proposed transaction), which is comprised solely of independent directors,
and (ii) the Board of Directors, expressed a desire to purchase the Shares,
under the terms and conditions hereinafter set forth:
Accordingly,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows.
AGREEMENT
1. Purchase and Sale of
Shares. Upon the execution and delivery of this Agreement,
Seller shall sell, transfer, assign, bargain and convey to Purchaser 32,687
common shares at a purchase price of $32.43 per share. Simultaneously
with the execution and delivery of this Agreement, Seller shall deliver to
Purchaser the certificate or certificates representing the Shares being sold,
transferred, assigned, bargained and conveyed pursuant hereto, duly endorsed in
blank by Seller or accompanied by a duly executed stock power, and Purchaser
shall pay Seller $1,060,039.41 (the “Purchase
Price”) for the Shares by the delivery of cash by wire transfer to Seller’s bank
account or accounts. Seller has provided Purchaser with written wire
transfer instructions. The parties acknowledge and agree that the
Purchase Price was negotiated in good faith between the parties and that, in
connection with such negotiations, references were made by the parties to
Purchaser’s historical trading volume and trading prices on the
NASDAQ.
2. Representations and
Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller as follows:
(a) Purchaser
has the requisite power and authority to execute, deliver and perform its
obligations under this Agreement. This Agreement constitutes the
valid and binding obligation of Purchaser enforceable against it in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
moratorium or other laws relating generally to the enforcement of creditors’
rights.
(b) The
execution, delivery and performance of this Agreement does not and will not (i)
violate any law, regulation, judgment, decree, order or other directive of any
court or governmental agency currently applicable to or binding upon Purchaser,
or (ii) breach or constitute a default under any agreement to which Purchaser is
a party or by which it is bound.
3. Representations, Warranties
and Covenants of Seller. Seller hereby represents and warrants
to Purchaser as follows:
(a) Seller
has the requisite power and authority to execute, deliver and perform his
obligations under this Agreement, having received written authorization to
proceed with the sale from the Business Advisors to the trust. This
Agreement constitutes the valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.
(b) The
execution, delivery and performance of this Agreement does not and will not (i)
violate any law, regulation, judgment, decree, order or other directive of any
court or governmental agency applicable to or binding upon Seller, or (ii)
breach or constitute a default under any agreement to which Seller is a party or
by which Seller is bound.
(c) Seller
is the owner of the Shares of the Purchaser being sold, assigned, bargained and
conveyed pursuant hereto, free from any security interest, pledge, option,
equity, claim or other right or interest of any kind. Upon the sale
to Purchaser, Purchaser will acquire the Shares being transferred, free from any
security interest, pledge, option, equity, claim or other right or interest of
any kind.
(d) Seller
has received and carefully reviewed Purchaser’s filings with the Securities and
Exchange Commission and Purchaser’s press releases posted on Purchaser’s website
(the filings and press releases, the “Purchaser Disclosure”) and has had full
access to Purchaser’s other directors and executives for purposes of discussion
the Company’s condition, operations and plans. Seller acknowledges
that no oral representations have been made or information furnished to Seller
or Seller’s representatives that are in any way inconsistent with the Purchaser
Disclosure. Seller confirms that no representations, warranties, or
other agreements (whether express or implied) have been made by Purchaser with
respect to the transactions contemplated hereby, except for those
representations, warranties, and agreements that are specifically set forth in
this Agreement.
(e) Seller,
to the extent necessary, shall, without additional consideration, take such
additional or further actions and execute such other or further documents as may
be reasonably requested by Purchaser in order to evidence, confirm or carry out
the transactions contemplated hereby.
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4. Miscellaneous.
(a) Governing
Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Ohio.
(b) Amendment;
Waiver. No modification, amendment or waiver of any provision
of this Agreement will be effective unless such modification, amendment or
waiver is in writing and signed on behalf of the parties hereto. The
failure of any party to enforce any of the provisions of this Agreement will in
no way be construed as a waiver of such provisions and will not affect the right
of such party thereafter to enforce each and every provision of this Agreement
in accordance with its terms.
(c) Construction. The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement. The Recitals are incorporated by
reference and made a part of this Agreement.
(d) Binding
Agreement. Except as otherwise provided herein, this Agreement
will bind and inure to the benefit of and be enforceable by Purchaser and Seller
and their respective successors and assigns.
(e) Counterparts. This
Agreement may be executed in counterparts, each of which, when executed, will be
an original and all of which taken together will constitute one and the same
agreement.
(f) Entire
Agreement. This Agreement embodies the complete agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes or incorporates all prior or contemporaneous
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any
way.
(g) IN
WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on
the date first written above.
SELLER
/s/ Xxxxxxx X. Xxxx,
Trustee_________________
Xxxxxxx
X. Xxxx, Trustee, under the Irrevocable
Trust
Agreement dated July 29, 2008.
PURCHASER
By: /s/ Xxxx X.
Graef____________________
Xxxx
Xxxxx – Vice President – Finance
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