EXHIBIT 10-AP AGREEMENT
This Settlement Agreement is entered into by, between, and among
DDL Electronics, Inc. (hereinafter "DDL"), Xxxxxxx X. Xxxx,
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, and Xxxx X. Xxxxx, all in
their individual capacity as well as officers and/or directors of
DDL Electronics, Inc., and Xxxxx Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx,
Xxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. X. Xxxxx, Xxxxx
Xxxxxxx, Xxxxxx Xxxxxx, and Xxxxxx X. Xxxxxx, all in their
individual capacities, as shareholders in DDL Electronics, Inc.
as applicable, as proposed nominees to the DDL Electronics, Inc.,
board of directors, and/or as members of a shareholders'
committee known as "Shareholders Committee to Remove a Moribund
Management" ("SCRMM").
I. PREAMBLE. This Settlement Agreement is intended to effect
an orderly transition and transfer of control to a new board of
directors and management of DDL Electronics, Inc. The parties
hereto agree to the procedures described herein, as well as to
the mutual undertakings herein expressed, agreeing that each
procedure and undertaking is conditioned on fulfillment of all
others.
2. EQUITABLE JURISDICTION AND ENFORCEMENT. All parties agree
that the provisions of this Settlement Agreement may not lend
themselves to adequate remedies at law. Accordingly, all parties
agree that this agreement, or any portion of it, shall be subject
to equitable as well as legal jurisdiction and that the
agreement, or any portion of it, shall be enforced by such
equitable remedies or injunctive relief as a court of competent
jurisdiction may direct.
3. JURISDICTION AND APPLICABLE LAW. This Settlement Agreement
shall be interpreted in accordance with the laws of the State of
Delaware, and jurisdiction shall rest only with a Delaware state
or Federal court of competent jurisdiction, to the exclusion of
any and all other jurisdictions and courts.
4. FRAMEWORK OF SETTLEMENT. The parties hereto agree to a
settlement of a contest for control of the corporation, and other
matters, in which the following actions will take place:
(a) The May 31, 1995 Annual Meeting of Shareholders of DDL will
be properly convened and a quorum declared to be present;
(b) Election of two (2) Class II directors will be the first
item on the agenda, and the chair of the meeting shall recognize
and receive nominations from any shareholder seeking recognition
from the floor at the Annual Meeting, and the casting of votes
and proxies shall be conducted in accordance with the Certificate
of Incorporation and Bylaws of DDL.
(c) In the event that the parties' preliminary tally of votes
and proxies appears to confirm the election of Bernee X. X. Xxxxx
and Xxxxx Xxxxxxx to the to (2) positions as Class II directors,
the chair of the meeting shall announce that preliminary result
to the Annual Meeting, subject to subsequent certification by CT
Corporation as election inspectors.
(d) in the event that the preliminary tally of votes and proxies
appears to confirm the election of Bernee X. X. Xxxxx and Xxxxx
Xxxxxxx to the two (2) positions as Class II directors, the chair
will announce that Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx accept the
apparent results of the election and that they will submit their
resignations as directors, effective immediately, in order to
facilitate an orderly transition and transfer of control.
(e) The chair of the Annual Meeting shall announce that this
Settlement Agreement has been reached by and among the parties,
and that the Agreement permits the selection of a new board of
directors and management team. The chair will also announce that
the Chairman of the Board expects and intends to resign from all
positions with the Company in the event that the new board of
directors so requests.
(f) If there is no further business to be brought before the
Annual Meeting, the meeting shall be adjourned.
(g) Within thirty (30) minutes following adjournment of the
Annual Meeting, the remaining directors of DDL, Xxxxxxx X. Xxxx
and Xxxxxx X. Xxxxxxx, shall formally convene a meeting of the
board and (1) accept the tendered resignations of Xxxxxxx X.
Xxxxxx and Xxxx X. Xxxxx, and (2) elect Bernee X. X. Xxxxx and
Xxxxx Xxxxxxx as members of the board of directors to fill the
vacancies created by the resignations of Xxxxxx and Xxxxx.
(h) Xxxxx and Xxxxxxx shall be recognized as duly elected
members of the board and invited to join the meeting then in
progress.
(i) With the Chairman abstaining, it is expected that the
remaining members of the board shall then request the resignation
of Xxxxxxx X. Xxxx from all positions that he holds with the
Company, and acknowledge that this direct request of the board is
without "Cause" as defined in Xx. Xxxx'x employment agreement of
January 1, 1995. Xx. Xxxx shall then tender his resignations.
(j) The board shall then approve and ratify this Agreement and
acknowledge that DDL is bound by the terms hereof. The board
then may, in its discretion, vote to expand the number of
directors and elect persons to fill any vacancies created
thereby.
5. PRIOR AGREEMENTS. All parties to this Settlement Agreement
agree that the following agreements between the Company and its
employees and directors shall be respected and implemented. In
particular, without limitation, all parties agree to respect and
implement the terms of the following agreements, which are
incorporated herein as part of this Settlement Agreement:
(a) Employment Agreements with Xxxxxxx X. Xxxx dated January 1,
1995, and December 3, 1991 (including exhibits thereto).
(b) Severance Agreement with Xxxx X. Xxxxx dated December 28,
1994.
(c) Severance Agreement with M. Xxxxxxx Xxx Xxxxxx dated
December 30, 1994.
(d) Severance Agreement with Xxxxxxx X. Xxxxxx dated April 14,
1995.
6. INDEMNIFICATION. In confirmation of their rights to
indemnification under existing agreements with DDL, Messrs. Xxxx,
Coyne, Hankin, and Xxxxxxx shall be indemnified by DDL for all
matters that arose during their service with DDL to the maximum
extent allowed by Delaware law including, without limitation,
mandatory advancement of expenses subject to the requirements of
Section 145(e) of the Delaware General Corporation Law.
7. PROXY SOLICITATION EXPENSES. The parties agree that
reasonable proxy solicitation expenses have been incurred in
furtherance of the interests of DDL and its shareholders. Subject
to reasonable documentation and substantiation, the persons
expected to be elected as new directors of the Company agree
that unpaid proxy solicitation expenses incurred by DDL at the
direction of present management in an amount not to exceed One
Hundred and Fifty Thousand Dollars ($150,000) shall be paid by
the Company. Reasonable expenses incurred by the Shareholders
Committee to Remove a Moribund Management (SCRMM), also subject
to reasonable documentation and substantiation, are also expected
to be paid or reimbursed. Payments for expenses incurred by
present management shall be made ratably, and at the same time,
as payments made to reimburse expenses incurred by SCRMM.
8. MUTUAL AND RECIPROCAL RELEASES. The parties hereto
acknowledge that this Settlement Agreement is intended to resolve
any and all outstanding disagreements or disputes and to resolve
any past claims which exist, or may exist, among them.
Accordingly, the parties hereby release and forever discharge the
Company and one another from any and all past claims, causes of
action, or any other dispute of whatever nature, except any claim
or cause of action that arises from breach of this Agreement.
9. NON-DISPARAGEMENT. All parties hereto undertake to refrain
from any disparagement of the Company or any other party with
respect to any matter related to or involving DDL.
10. PAYMENTS TO XXXXXXX X. XXXX PURSUANT TO HIS EMPLOYMENT
AGREEMENT. In accordance with paragraph 5 hereof, upon his
resignation pursuant to this Agreement, Xx. Xxxx will be owed a
total sum of One Hundred and Sixty-Five Thousand Dollars
($165,000) pursuant to his employment agreement, which shall be
paid by DDL in the following manner:
(a) $35,000, less any normal taxes or other withholdings
required by law, shall be paid within not more than seven (7)
days after the effective date his resignation.
(b) Thereafter, beginning July 15, 1995, and on the fifteenth
day of each month thereafter, the remaining obligation shall be
discharged by payments made in equal monthly installments of
$10,833.33, less any normal taxes or other withholdings required
by law.
(c) In the event that DDL receives an anticipated tax refund, in
an amount of One Million Dollars ($1,000,000) or more, all
remaining payments to Xx. Xxxx shall be accelerated and the
entire remaining obligation shall be paid in a single lump sum
payment within ten (10) days of the tax refund receipt, less any
normal taxes or other withholdings required by law.
11. COUNTERPART AND FACSIMILE EXECUTION. This Settlement
Agreement may be executed in counterpart copies or by facsimile
signature.
IN WITNESS WHEREOF, the parties have entered into this Settlement
Agreement this 31st day of May, 1995.
DDL Electronics, Inc.
______________________________
By: Xxxxxxx X. Xxxx Attest:_____________________
Chairman and Secretary
Chief Executive Officer
________________________________
Xxxxxxx X. Xxxx, Individual and as Director of DDL
________________________________
Xxxxxxx X. Xxxxxx Individual and as Director of DDL
Xxxx X. Xxxxx
Individual and as Director of DDL
Bernee X. X. Xxxxx, Individual
and as Prospective Director
of DDL
Xxxxx Xxxxxxx, Individual
and as Prospective Director
of DDL
Xxxxxx Xxxxxx, Individual
and as Prospective Director
of DDL
Xxx X. Xxxx, Individual
and as Prospective Director
of DDL
Xxxxxx X. Xxxxxx, Individual
and as Prospective Director
of DDL
Xxxxxxx Xxxxxxx, Individual
and as Shareholder in DDL
Xxxxx Xxxx Xxxxxxx, Individual
and as Shareholder in DDL
Xxxxxx X. Xxxxxxx, Individual
and as Shareholder in DDL
