1
EXHIBIT 10.11
VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as of
this 6th day of November, 1998, by and between XXXXXXX TXEN CORPORATION, a
Delaware corporation ("TXEN"), and XXXXXXX RESEARCH CORPORATION, a Delaware
corporation ("Xxxxxxx Research").
R E C I T A L S
TXEN has filed with the Securities Exchange Commission a Form S-1
Registration Statement (the "Offering"). Following completion of the Offering,
Xxxxxxx Research will own 78% of the outstanding Common Stock, par value $0.01
per share, of TXEN (75% if the Underwriters' over-allotment option is exercised
in full). In connection with the Offering, Xxxxxxx Research and TXEN have
agreed to enter into this Agreement with respect to the election of at least
two independent directors of TXEN.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. After the completion of the Offering, Xxxxxxx Research agrees
that it will vote all of its shares of Common Stock at any meeting at which
directors are elected in favor of that number of independent directors who are
not affiliates of Xxxxxxx Research or employees of Xxxxxxx Research
("Independent Directors") so that if such directors were elected there would be
at least two Independent Directors who are members of the Board of Directors of
TXEN.
2. This Agreement will automatically terminate upon the earlier
of (i) that date upon which Xxxxxxx Research beneficially owns 50% or less of
the Common Stock of TXEN or (ii) five years from the date of this Agreement.
3. Miscellaneous:
a. This Agreement may be modified or amended from time
to time only by a written instrument executed by the parties hereto.
b. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
c. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Alabama, without regard to its
conflicts of law rule.
d. This Agreement embodies the entire understanding
between the parties hereto with respect to subject matters covered hereby and
supersedes any prior agreement or understanding between the parties with
respect to such matters.
e. This Agreement may be executed in multiple
counterpart copies, each of which shall be considered an original and all of
which shall constitute one and the same instrument.
-1-
2
f. This Agreement is not assignable.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.
XXXXXXX TXEN CORPORATION, a Delaware
corporation
By: Xxxx X. Xxxxxx
--------------------------------
Its: Chief Executive Officer
-------------------------------
XXXXXXX RESEARCH CORPORATION, a Delaware
corporation
By: Xxxxxxx X. Xxxx
--------------------------------
Its: Chief Executive Officer
-------------------------------
-2-
