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Exhibit 10.4
TEAM MUCHO, INC.
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made to be effective as of
________ __, 2000 (the "Effective Date"), among, ____________ ("______"),
___________ ("_______") and ______________ ("________"), each a shareholder of
TEAM America Corporation, an Ohio corporation ("TEAM" or the "Company"), (the
"TEAM Shareholders") and _______________ ("________"), _____________
("_________") and ____________ ("________"), each a shareholder of Xxxxx.xxx,
Inc., a Nevada corporation ("Mucho"), (the "Mucho Shareholders"), and both the
TEAM Shareholders and the Mucho Shareholders collectively referred to
hereinafter as the "Shareholders."
RECITALS
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A. Whereas, concurrently with the Effective Date, TEAM and Mucho, shall
consummate that certain Agreement and Plan of Merger, pursuant to which Mucho
will become a wholly owned subsidiary of TEAM and former holders of shares of
Mucho common and preferred stock shall become holders of TEAM common stock (the
"Merger Agreement").
B. Whereas, the Shareholders believe it to be in the best interest of the
Company and its shareholders, to consummate the Merger Agreement.
C. Whereas, pursuant to and in consideration of Sections 10.1(m) and
10.2(k) of the Merger Agreement and in order to establish parameters under which
a healthy transition of control will occur for the Company under the terms and
conditions set forth in this Agreement, the Shareholders desire to enter into a
voting agreement with respect to the election of the Company's directors.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. VOTING AGREEMENT. During the term of this Agreement:
(a) each of the Shareholders agrees to vote all of the shares of the
Company's common stock, no par value (the "Common Stock") that he
beneficially owns and has the right to vote as follows:
(i) In favor of the proposed slate of four (4) directors
nominated by the TEAM Shareholders, to be elected at any Meeting of
Shareholders called for such purpose, to the Company's Board of
Directors (the "TEAM Slate");
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(ii) In favor of the proposed slate of four (4) directors
nominated by the Mucho Shareholders, to be elected at any Meeting of
Shareholders called for such purpose, to the Company's Board of
Directors (the "Mucho Slate");
(iii) In favor of the proposed director recommended by the
collective agreement of the Mucho and Team Slates, to be elected at
any Meeting of Shareholders called for such purpose, to the Company's
Board of Directors; and
(iv) In favor of the Nominating Committee's proposed slate of
directors, following the initial election of directors pursuant to
subsections (i)-(iii) of this Section 1(a), to be elected at any
Meeting of Shareholders called for such purpose, to the Company's
Board of Directors during the term of this Agreement.
(b) Each of the Shareholders agrees that he will not:
(i) Solicit proxies from the Company's shareholders in opposition to
any recommendation of the Company's Board of Directors; and
(ii) Initiate or participate in any group which proposes, without the
support of the Company's Board of Directors, any change in the control of
the Company, whether by tender offer, merger, proxy solicitation, or
otherwise.
SECTION 2. CHANGES IN THE COMMON STOCK. Each Shareholder agrees that any
shares of Common Stock that the Shareholder purchases or that the Shareholder in
any other manner otherwise acquires beneficial ownership including any common
shares or other voting securities of the Company that are issued on, or in
exchange for, any of the shares of the Common Stock held by the parties hereto
by reason of any stock dividend, stock split, consolidation, or reclassification
of shares of the Company, shall be subject to the terms of this Agreement.
SECTION 3. EQUITABLE RELIEF AND ENFORCEABILITY. The parties hereto will be
entitled to equitable relief, including injunction and specific performance in
any court of competent jurisdiction in accordance with its terms, in the event
of any breach of the provisions of this Agreement by any other party, in
addition to all other remedies available to the Shareholders at law or in
equity. The rights and remedies of parties hereto shall be cumulative and not
exclusive.
SECTION 4. WAIVER. The failure by any party to exercise or enforce any of
the terms or conditions of this Agreement shall not constitute a waiver of that
party's rights hereunder to enforce each and every term and condition of this
Agreement.
SECTION 5. COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement among the parties thereto relating to the specific subject matter
thereof. There are no terms, obligations, covenants, representations,
statements, or conditions relating to the subject matter thereof other than
those contained in this Agreement. No variation or modification of this
Agreement or waiver orders of any of the terms or provisions hereof will be
deemed valid unless in writing and signed by all of the parties hereto.
SECTION 6. TERM. This Agreement shall terminate on ____________ __, 2004.
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SECTION 7. NOTICES. All notices required or allowed to be given under this
Agreement shall be given to the other party at the address or facsimile number
set forth below, or to such other address or facsimile number as either party
may instruct the other party in writing, either by facsimile or by overnight
delivery service and will be deemed to have been given when received by such
other party at the address set forth in this Agreement.
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SECTION 8. BINDING OBLIGATION AND BENEFIT. The obligations stated in this
Agreement shall be binding upon the Shareholders and their respective
representatives, successors, and assigns, whether by operation of law or
otherwise. Nothing in this Agreement, express or implied, is intended to confer
upon any person or entity other than the parties hereto and their successors in
interest any rights or remedies under or by reason of this Agreement.
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SECTION 9. GOVERNING LAW. The validity, interpretation, and construction of
this Agreement shall be governed by Ohio law, without reference to Ohio's choice
of law rules.
SECTION 10. SEVERABILITY. In case any one or more of the provisions
contained in this Agreement is held to be invalid, illegal, or unenforceable in
any respect for any reason, such invalidity, illegality, or unenforceability
shall not affect any other provisions hereof. It is the intention of the parties
that if any provision is held to be invalid, illegal, or unenforceable, there
shall be added in lieu thereof a valid and enforceable provision as similar in
terms to such provision as is possible.
SECTION 11. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
SECTION 12. INTERPRETATION. The section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties, and will not in any way affect the meaning or interpretation of
this Agreement. In the event of any conflict between this Agreement or any other
agreement between the Shareholders, this Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of the date set forth above.
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