Exhibit 10.5
Voting Agreement between Allianz and Xxxxxx X. XxxXxxxxx
May 17, 1999
Allianz Life Insurance Company of North America
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
RE: Life USA Holding, Inc.
Ladies and Gentlemen:
As a material inducement to the execution by Allianz Life Insurance
Company of North America ("Allianz") of that certain Agreement and Plan of
Merger (the "Merger Agreement") with Life USA Holding, Inc. (the "Company"),
whereby a wholly owned subsidiary of Allianz will be merged with and into the
Company and the Company will become a wholly owned subsidiary of Allianz (the
"Merger"), I agree to vote all shares of Common Stock of the Company owned or
controlled by me as of the date hereof and any shares acquired by me after the
date hereof (collectively, the "Shares") pursuant to the terms of this letter.
I agree to vote all of the Shares in favor of the approval of the
Merger Agreement, the Merger and all other actions necessary or desirable for
the consummation of the Merger. I agree not to vote any of the Shares in favor
of any matter which may contradict any provision of this letter or the Merger
Agreement or may make it more difficult or less desirable for Allianz to
consummate the Merger. I further agree that I will not transfer any of the
Shares unless the proposed transferee has executed an instrument acknowledging
that the Shares being acquired are subject to the voting restrictions of this
letter.
I understand that I will retain the right to vote the Shares, in my
discretion, on all matters other than those set forth above, which are presented
for a vote to the Company's stockholders generally. I also understand that I am
executing this letter in my individual capacity, and except as may be provided
in the Merger Agreement, nothing contained in this Agreement shall limit or
otherwise affect the conduct or exercise of my fiduciary duties as an officer or
director of the Company.
This letter and all questions concerning its construction, validity,
interpretation and performance shall be governed by the internal laws of the
State of Minnesota, without regard
for such state's principles of conflicts of laws. This letter shall terminate
upon the earliest to occur of (i) the Effective Time (as defined in the Merger
Agreement), (ii) termination of the Merger Agreement or (iii) one year following
the date of this letter. This letter constitutes the entire agreement between
myself and Allianz with respect to the subject matter hereof, and may not be
amended or modified nor may any provision be waived except pursuant to an
instrument executed in writing by myself and Allianz.
Very truly yours,
/s/ Xxxxxx X. XxxXxxxxx
--------------------------------------
Xxxxxx X. XxxXxxxxx
Agreed to and accepted this
17th day of May, 1999 by
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
