EXHIBIT 10.20
AMERICAN BANKNOTE CORPORATTION
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 30, 1996
Xx. Xxxxxx Xxx
Alpha Industries, Inc.
Page & Xxxxxxxx Xxxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxx:
This letter will serve to confirm the agreement
between American Banknote Corporation (the "Company") and
yourself, on your own behalf as well as on behalf of certain
of your affiliates and associates, as to the matters
described below.
The Company's Board of Directors has determined to
nominate you for election as a director of the Company at
the Company's next Annual Meeting of Stockholders. In
consideration of the foregoing, and as a result of your
receiving certain confidential information concerning the
Company in connection therewith, you agree that for a period
commencing on the date hereof and ending three years from the
date you no longer serve the Company as a director or, if
for whatever reason, you are not elected to the Company's
Board of Directors, three years from the date of this letter,
neither you nor any of your affiliates or associates (as
defined in Rule 12b-2 promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act""))
will, unless specifically invited in writing by the Company,
directly or indirectly, in any manner:
a. acquire, offer or propose to acquire,
solicit an offer to sell or agree to acquire, directly
or indirectly, alone or in concert with others, by
purchase or otherwise, any direct or indirect
beneficial interest in any voting securities or direct
or indirect rights, warrants or options to acquire, or
securities convertible into or exchangeable for, any
voting securities of the Company or any of its
affiliates, except that the foregoing shall not prevent
you and your affiliates and associates from
beneficially owning in the aggregate no more than 10%
of the Company's outstanding voting securities;
b. make, or in any way participate in,
directly or indirectly, alone or in concert with
others, any "solicitation" of "proxies" to vote (as
such terms are used in the proxy rules of the
Securities and Exchange Commission promulgated pursuant
to Section 14 of the Exchange Act) or seek to advise or
influence in any manner whatsoever any person or entity
with respect to the voting of any voting securities of
the Company or any of its affiliates;
c. form, join or any way participate in a
"group" within the meaning of Section 13(d)(3) of the
Exchange Act with respect to any voting securities of
the Company or any of its affiliates, other than such
group of which you presently are a member;
d. acquire, offer to acquire or agree to
acquire, directly or indirectly, alone or in concert
with others, by purchase, exchange or otherwise, (i)
any of the assets, tangible and intangible, of the
Company or any of its affiliates or (ii) direct or
indirect rights, warrants or options to acquire any
assets of the Company or any of its affiliates, except
for such assets as are then being offered for sale by
the Company or any of its affiliates;
e. arrange, or in any way participate,
directly or indirectly, in any financing for the
purchase of any voting securities or securities
convertible or exchangeable into or exercisable for any
voting securities or assets of the Company or any of
its affiliates, except for such assets as are then
being offered for sale by the Company or any of its
affiliates;
f. otherwise act, alone or in concert with
others, to seek to propose to the Company or any of its
affiliates or any of their respective stockholders any
merger, business combination, restructuring,
recapitalization or other transaction to or with the
Company or any of its affiliates or otherwise seek,
alone or in concert with others, to control, change or
influence the management, board of directors or
policies of the other party hereto or any of its
affiliates or nominate any person as a director who is
not nominated by the then incumbent directors, or
propose any matter to be voted upon by the stockholders
of the Company or any of its affiliates, except that
the foregoing shall not be deemed to restrict your
participation at meetings of the Company's Board of
Directors as a director for so long as you serve the
Company in such capacity;
g. make any request or proposal to amend,
waive or terminate any provision of the foregoing
paragraphs (a) through (f); or
h. announce an intention to do, or enter
into any arrangement or understanding with others to
do, any of the actions restricted or prohibited under
paragraphs (a) through (g).
It is understood and agreed that no failure or
delay by the Company in exercising any right, power or
privilege under this letter shall operate as a waiver
thereof nor shall any single or partial exercise thereof
preclude any other or further exercise of any right, power
or privilege hereunder.
You agree that the Company would be irreparably
injured by a breach of this letter by you or your affiliates
or associates and that the Company shall be entitled to
equitable relief, including injunctive relief and/or
specific performance, in the event of any breach of the
provisions hereof. You hereby in advance further agree to
the granting of injunctive relief in the Company's favor
without proof of actual damages. In the event that such
equitable relief is granted, such remedy or remedies shall
not be deemed to be the exclusive remedy or remedies for any
breach of this Agreement, but shall be in addition to all
other remedies available at law or equity.
This letter sets forth the entire agreement
between the parties hereto as to the subject matter hereof,
and none of the terms of this letter shall be amended or
modified except in writing signed by the parties hereto.
This letter shall be governed and construed in accordance
with the laws of the State of New York, applicable to
agreements made and to be performed within such State.
If you are in agreement with the foregoing, please
so indicate by signing and returning one copy of this
letter, which shall constitute our agreement with respect to
the matters set forth herein.
Very truly yours,
AMERICAN BANKNOTE CORPORATION
By: S/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice-President
Accepted and Agreed to this
30th day of April, 1996.
S/Xxxxxx Xxx
