STOCKHOLDER'S AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of
February 19, 1999, by and between OEA, Inc., a Delaware corporation (the
"Company") and Xxxxx & Xxxx Asset Management L.P., a Delaware limited
partnership (the "Stockholder").
RECITALS
A. The Stockholder manages accounts which hold approximately 2,523,700
shares of the common stock, par value $.10 per share, of the Company (the
"Stock"). The Stock currently owned by the Stockholder represents just less than
15% of the outstanding Stock. The Stockholder desires to acquire, in open market
purchases, additional shares of Stock; however, the terms of the Company's
Shareholder Rights Plan (the "Rights Plan") provide that the rights thereunder
would be triggered by such an acquisition.
B. The Company is willing to amend the terms of the Rights Plan, and to
consent to the acquisitions for purposes of Section 203 of the Delaware General
Corporation Law, and to thereby permit the Stockholder to acquire up to 20% of
the outstanding Stock, if Stockholder agrees to the terms hereof.
C. In order to enhance and promote a constructive and mutually
beneficial relationship with the Company, the Stockholder has agreed to be bound
by the terms of this Agreement.
AGREEMENT
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
(a) AFFILIATE; ASSOCIATE. The terms "Affiliate" and "Associate"
shall have the meanings given them in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), as in effect on the date hereof, and
shall include any Affiliate or Associate that attains that status after the date
hereof.
(b) BENEFICIAL OWNER. A person shall be deemed a "beneficial
owner" of, or to have "beneficially owned" any Voting Securities in accordance
with the term "beneficial ownership" as defined in Rule 13d-3 under the 1934
Act, as in effect on the date hereof.
(c) VOTING SECURITIES. The term "Voting Securities" shall mean:
(i) the Company's common stock, par value $.10 per share, (ii) any other
securities of the Company entitled to vote generally for the election of
directors, (iii) options or rights to acquire any such securities, and (iv)
securities convertible into or exchangeable or exercisable for any such
securities, in each case now or hereafter outstanding.
2. ACQUISITIONS AND CONTROL. During the term hereof, the Stockholder
shall not directly or indirectly do any of the following, except with the prior
written consent of the Company's Board of Directors specifically expressed in a
resolution adopted by a majority of the directors of the Company:
(a) acquire, or offer or agree to acquire, by purchase or
otherwise, any Voting Securities, if after giving effect to such acquisition the
Stockholder would beneficially own more than 20.0% of the Voting Securities
outstanding following such acquisition (except by way of stock dividends or
other distributions made to stockholders of the Company generally);
(b) submit any proposal for the vote or for the written consent of
the stockholders of the Company, or make or participate in any "solicitation" of
proxies (within the meaning of Regulation 14A under the 1934 Act), or seek to
advise or influence any person or entity with respect to the voting of any
Voting Securities, or grant a proxy to any person or entity except the Company
or its designees, or deposit any Voting Securities in a voting trust or subject
any Voting Securities to any agreement or arrangement with respect to the voting
thereof;
(c) form, join or otherwise participate in a "group" (within the
meaning of Section 13(d)(3) of the 1934 Act), with any person or entity with
respect to Voting Securities, except for a group all of whose members are
Affiliates or Associates of the Stockholder;
(d) initiate, induce, attempt or give encouragement to any tender
or exchange offer for Voting Securities or any merger, or otherwise propose a
change of control of the Company, or make any public announcement with respect
to, or submit any proposal or offer of any such extraordinary transaction
involving the Company or its securities or assets; or
(e) otherwise act, alone or in concert with others, to seek to
control or influence the management, Board of Directors or policies of the
Company.
3. TERM. The term of this Agreement shall be for ten years from the
date hereof; provided, however, that the limitations set forth in Section 2
hereof shall only apply at such times as the Stockholder, together with its
Affiliates and Associates, hold in excess of 15% of the outstanding Stock.
4. MISCELLANEOUS.
(a) At any time when Voting Securities are held by any Affiliate
or Associate of the Stockholder, the terms and conditions of this Agreement
shall apply to such Affiliate or Associate with the same force as to the
Stockholder, and the Stockholder shall cause such Affiliate or Associate to
comply therewith.
(b) The Stockholder acknowledges and agrees that the Company would
be irreparably harmed and would not have an adequate remedy at law for money
damages in the event that the Stockholder does not perform its obligations under
this Agreement. Accordingly, in
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addition to any other remedy to which it may be entitled, the Company shall be
entitled to injunctive or other equitable relief to enforce specific performance
of the terms of this Agreement.
(c) This Agreement shall be binding upon, and inure to the benefit
of, the parties and their respective heirs, personal representatives,
successors, assigns, Affiliates and Associates, but shall not be assignable
without the prior written consent of the non-assigning party.
(d) All notices and other communications hereunder shall be in
writing and shall be personally delivered or sent by overnight courier service,
telecopy or registered or certified mail, return receipt requested, postage
prepaid, to the following addresses:
(i) if to the Company:
OEA, Inc.
X.X. Xxx 000000
Xxxxxx, Xxxxxxxx 00000
Attention: President and Chief Executive Officer
with a copy to:
Xxxxx, Xxxxxx & Xxxxxx LLP 000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx, XX
(ii) if to the Stockholder:
Xxxxx & Xxxx Asset Management L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other address with respect to a party as such party shall notify the
other in writing.
Notices delivered personally or by overnight courier shall be effective
when delivered. Notices transmitted by telecopy shall be effective when
received. Notices delivered by registered or certified mail shall be effective
on the date shown on the receipt therefor.
(e) This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof, and may not be amended,
modified or waived in any respect except by a writing duly executed by the party
to be charged.
(f) Captions used herein are for convenience only and shall not
affect the construction of any provision hereof.
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(g) This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one agreement.
(h) If any provision or application of this Agreement shall be
invalid or unenforceable, the remainder of this Agreement shall not be affected
thereby, and shall be enforced to the greatest extent permitted by law.
(i) This Agreement shall be governed by the laws of the State of
Colorado applicable to contracts made and to be performed therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
OEA, INC.
/s/ Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx
Title:President and Chief Executive Officer
XXXXX & TANG ASSET MANAGEMENT L.P.
/s/ Xxxxxxx X. Xxxxx, III
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By: Xxxxxxx X. Xxxxx, III
Title: President & CEO
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