Exhibit 10(n)
Annex II
SHAREHOLDER'S AGREEMENT
THIS SHAREHOLDER'S AGREEMENT (the "Agreement"), dated September 12, 2000,
is made and entered into by and between NCT Hearing Products, Inc., a Delaware
corporation ("NCT Hearing"), and Pro Tech Communications, Inc., a Florida
corporation (the "Corporation").
W I T N E S S E T H:
WHEREAS, NCT Hearing, pursuant to the Stock Purchase Agreement between NCT
Hearing and the Corporation dated as of the date hereof (the "Purchase
Agreement"), is acquiring as of the date hereof 60% of the outstanding shares of
the Corporation's common stock (the "Common Stock");
WHEREAS, NCT Hearing and the Corporation have agreed that the Board of
Directors of the Corporation shall appoint three executive officers from NCT
Hearing to the Board of Directors of the Corporation; and
WHEREAS, NCT Hearing and the Corporation have agreed that the Corporation
will make certain amendments to the Bylaws of the Corporation (the "Bylaws") to
establish rules and procedures for management decision-making;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
Amendments to Corporation's Bylaws
Section 1. The Corporation, in accordance with the terms of Article XV of the
Bylaws, shall take all necessary and proper corporate action to amend the Bylaws
as follows:
(a) Section 9 of Article III of the Bylaws, captioned "Manner of Acting",
shall be amended as follows:
The following sentence shall be added immediately after the last
sentence of the Section 9: "In the event of a tie vote on any
specific issue (a "Deadlock"), any member of the Board of Directors
shall have the right to require the Board of Directors to refer the
matter for a vote at a special meeting of the shareholders, which
meeting shall be called as soon as practicable thereafter. Any issue
so decided by the shareholders at such a special meeting shall be
binding upon the Board of Directors".
(b) Section 9 of Article III of the Bylaws, in amended form, shall be as
follows:
SECTION 9. Manner of Acting
If a quorum is present when a vote is taken, the act of a
majority of the directors present at the meeting shall be the act of
the Board of Directors unless otherwise provided in the Articles of
Incorporation. In the event of a tie vote on any specific issue (a
"Deadlock"), any member of the Board of Directors shall have the
right to require the Board of Directors to refer the matter for a
vote at a special meeting of the shareholders, which meeting shall
be called as soon as practicable thereafter. Any issue so decided by
the shareholders at such a special meeting shall be binding upon the
Board of Directors.
ARTICLE II
Appointment of Directors
Section 1. The Board of Directors of the Corporation shall take all necessary
and proper corporate action to appoint the following individuals, each of whom
is an executive officer of NCT Hearing, to the Board of Directors of the
Corporation: Xxxxx Xxxxxxxx, Xx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx (each an
"Appointee", together the "Appointees"). At the next annual meeting of the
Corporation's shareholders, the Corporation's shareholders shall be entitled to
vote on a proposal to ratify the election of each Appointee to the Board of
Directors.
ARTICLE III
Shareholders' Vote in the Event of a Deadlock
Section 1. NCT Hearing acknowledges and agrees that in the event that the
shareholders of the Corporation meet (at an annual meeting or at a special
meeting of the shareholders) and vote on an issue which is deadlocked at the
Board of Directors level, NCT Hearing's vote as a shareholder of the Corporation
will be in proportion to its share ownership in the Corporation as of the record
date for such a shareholder meeting, in accordance with the Articles and Bylaws
of the Corporation.
[THE SPACE BELOW THIS LINE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this Shareholder's Agreement
as of September 12, 2000.
NCT HEARING PRODUCTS, INC.
/s/XXXXX XXXXXXXX
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By: Xxxxx Xxxxxxxx
Title: President
PRO TECH COMMUNICATIONS, INC.
/s/XXXXX XXXXXX
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By: Xxxxx Xxxxxx
Title: Chief Executive Officer and Treasurer
/s/XXXXXXX XXXXXXXXX
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By: Xxxxxxx Xxxxxxxxx
Title: President and Secretary
