IRREVOCABLE PROXY
Exhibit 4.3
This Irrevocable Proxy (the “Proxy”) is made by the undersigned
(“Shareholder”) in connection with that certain Stock Repurchase Agreement, dated as of
October 22, 1982, by and between Shareholder and AeroVironment, Inc., a California corporation (the
“Company”), as amended from time to time (as amended, the “Agreement”).
The undersigned, as owner of 23,625 shares of common stock of the Company (the
“Shares”) hereby revokes all previous proxies and appoints Xxxx X. XxxXxxxxx, (or if such
person ceases to be the Chairman of the Board of Directors (the “Chairman”) of the Company, any
person who is thereafter appointed as Chairman or, if there is no Chairman, the Board designated
officer of the Company), as proxy holder to attend and vote all Shares at any and all meetings of
the shareholders of the Company, and any adjournments thereof, held on or after the date of the
giving of this Proxy and to execute any and all written consents of shareholders of the Company
executed on or after the date of the giving of this Proxy and prior to the termination of this
Proxy, with the same effect as if the Shareholder had personally attended the meeting or had
personally voted the Shares or had personally signed the written consent.
The undersigned authorizes and directs the proxy holder to file this Proxy appointment with
the Secretary of the Company and authorizes the Company to substitute another person as proxy
holder (so long as such person is the Chairman or CEO of the Company) and to file the substitution
instrument with the Secretary of the Company.
This Proxy is irrevocable pursuant to Section 705(e) of the California Corporations Code until
the earlier of (i) April 30, 2005, (ii) the effective date of the registration statement pertaining
to the Company’s firm commitment underwritten public offering of its common stock under the
Securities Act of 1933, as amended, or (iii) the occurrence of a liquidity event as determined by
the Board of Directors of the Company.
| Dated: October 30, 2000 | /s/ W. Xxx Xxxxxx | |||
| W. Xxx Xxxxxx, Shareholder | ||||
