VOTING RIGHTS AGREEMENT
This AGREEMENT dated as of the 9th day of December, 1998, by and
among Xxxxxxx X. Xxxxx ("Xxxxx"), Xxxxxxx Xxxxx ("Xxxxx"), Xxxx X.
Xxxxxx ("Xxxxxx"), Xxxxx-Xxxxxxx Electronics Corporation, an Illinois
corporation (the "Company"), Xxxxx Industries, Inc., an Illinois
corporation ("JI"), and Xxxxx X. Xxxxxxx, Xx. individually and as
trustee of the Xxxxx X. Xxxxxxx, Trust, UTA Dated 01-23-91 (collectively
"Xxxxxxx");
WHEREAS, Xxxxxxx and Xxxxxx own beneficially all of the outstanding
Capital Stock of JI and Xxxxxxx owns beneficially 558,436 of the issued
and outstanding Common Shares of the Company (which Common Shares,
together with any Common Shares of the Company hereafter acquired by
Xxxxxxx or JI are hereinafter referred to as "Xxxxxxx' Common Shares")
as follows:
Shareholder Shares Owned
Xxxxx X. Xxxxxxx, Xx. 4,800
Xxxxx X. Xxxxxxx, Xx. 553,636
as trustee
WHEREAS, all of such Xxxxxxx' Common Shares are pledged to various
pledgees as collateral for loans; and
WHEREAS, the parties deem it to be in their mutual best interest
and in the best interests of all of the Company's shareholders that an
agreement be entered into concerning the voting of the parties' Common
Shares for directors of the Company; and
WHEREAS, the Company is entering into a new Sales Representative
Agreement (the "Representative Agreement") with JI, Xxxxxxx and Xxxxxx
concurrently with the execution hereof;
NOW, THEREFORE, in consideration of the premises, mutual covenants
and agreements contained herein, it is hereby agreed as follows:
1. Voting For Directors.
(a) Until Termination of the Representative Agreement (as
hereinafter defined) or December 31, 2003, whichever shall first occur,
the parties shall vote (and, if applicable, shall direct all pledgees to
vote) their Common Shares of the Company at every election of directors
of the Company, for the election of such slate of nominees as the
nominating committee of the Board of Directors (or if there is no
nominating committee, then such other committee, or the Board of
Directors, as the case may be, performing such function) shall
designate, provided that such slate shall always include Roberts,
Blouin, Xxxxx and Xxxxx (collectively, the "Nominees"), or any of the
Nominees as are willing and able to serve as directors of the Company.
(b) Upon the resignation, death or incapacity of any of the
Nominees, another person shall be designated as set forth below;
provided, however, that, if the designated person is not approved by a
majority of the Board of Directors, another person shall be designated
as set forth below until so approved:
(i) Upon the resignation, death or incapacity of Xxxxxx or
his successor Nominee, then Xxxxxxx or his successor Nominee and
the estate or guardian of Xxxxxx or his successor Nominee shall
have the right to designate another person as Nominee to replace
Xxxxxx or his successor Nominee for purposes of paragraph 1(a)
above;
(ii) Upon the resignation, death or incapacity of Xxxxxxx or
his successor Nominee, then Xxxxxx or his successor Nominee and the
estate or guardian of Xxxxxxx or his successor Nominee shall have
the right to designate another person as Nominee to replace Xxxxxxx
or his successor Nominee for purposes of paragraph 1(a) above;
(iii) Upon the resignation, death or incapacity of Xxxxx
or his successor Nominee, then Xxxxx or his successor Nominee shall
have the right to designate another person as Nominee to replace
Xxxxx or his successor Nominee for purposes of paragraph 1(a)
above; and
(iv) Upon the resignation, death or incapacity of Xxxxx or his
successor Nominee, then Xxxxx or his successor Nominee shall have
the right to designate another person as Nominee to replace Xxxxx
or his successor Nominee for purposes of paragraph 1(a) above.
(c) In any election of directors in which the number of nominees
exceeds the number of directors to be elected, the parties shall vote
(and, if applicable, shall direct all pledgees to vote) their Common
Shares hereunder in such a manner as to assure the election of the
largest number of Nominees. If, under the circumstances, less than all
of the Nominees can be elected, the parties shall vote (and, if
applicable, shall direct all pledgees to vote) their Common Shares so
that the greatest number of Nominees (or their replacements as set forth
in paragraph 1(b) above) can be elected in the following order of
priority: Roberts, Spier, Xxxxx, and Xxxxxx.
(d) The obligations of the parties under this paragraph 1 shall
terminate with respect to any Common Shares of the Company which they
may transfer in a bona fide sale or exchange for value.
(e) The obligations of the parties under this paragraph 1 shall be
suspended during any period when the Common Shares of the Company
subject to the terms of this Agreement amount to less than 5% of the
then issued and outstanding Common Shares of the Company.
(f) The obligations of each of the parties under this Agreement
shall also be binding upon any of their transferees, except as otherwise
provided herein.
2. Death. Within ninety (90) days after the death of each party,
the executor or administrator of any party's estate and the successor
trustee of any party shall notify the Company of the provisions of his
will and the provisions of a trust, if any, governing the distribution
of that party's Common Shares. Such executor or administrator and
successor trustee and all beneficiaries and heirs, devisees and legatees
of such party, shall be bound by the provisions of paragraph 1 hereof.
3. Additional Definition. "Termination" of the Representative
Agreement shall be deemed to occur if such agreement terminates under
paragraph 14 thereof, except that in the event of a termination of the
Representative Agreement by the Company under paragraph 14(c) thereof,
for purposes of this Agreement, Termination shall be deemed to occur on
December 31, 2003, or at the end of any additional period for which the
Representative Agreement had then been automatically renewed under
paragraph 14(a) thereof.
4. Endorsement on Stock Certificates. All certificates
representing Xxxxxxx' Common Shares shall be endorsed as follows:
"The voting of the shares represented hereby are subject to
restrictions and agreements 2contained in an agreement
dated as of December 9, 1998 by and among Xxxxx-Xxxxxxx
Electronics Corporation and certain of its shareholders, a
copy of which is on file with the Secretary of Xxxxx-Xxxxxxx
Electronics Corporation."
5. Termination and Amendment. Anything to the contrary
notwithstanding, this Agreement shall terminate and have no further
effect on the earlier of (a) any act or event which provides for
termination elsewhere in this Agreement, or (b) the Termination of the
Representative Agreement, or (c) December 31, 2003. This Agreement may
be altered, amended or terminated (except as otherwise provided herein)
at any time only pursuant to an agreement in writing, executed by or on
behalf of the Company, JI and such of the other parties hereto (or their
successors under paragraph 1(b)) who are then serving as directors of
the Company.
6. Entire Agreement. This Agreement constitutes the entire
agreement and final understanding of the parties with respect to the
subject matter hereof and supersedes and terminates any and all prior
voting agreements, prior and/or contemporaneous communications and/or
agreements between the parties, whether written or verbal, express or
implied, direct or indirect, relating in any way to the subject matter
hereof including, but not limited to the Voting Agreement dated April
26, 1994 and the Voting Rights Agreement dated February 29, 1996, each
by and between the parties hereto.
7. Notices. All notices, offers and acceptances hereunder shall
be in writing and shall be deemed to be communicated (except as
otherwise provided herein) when delivered in person or deposited in the
U.S. mail, postage prepaid, by registered mail, addressed to the party
concerned at the address appearing on the Company's records or at such
other or additional place as such party may designate by notice given in
accordance with the provisions hereof to the other parties.
8. Benefit. This Agreement shall be binding as provided herein
upon the parties, their heirs, devisees, legatees, beneficiaries, legal
representatives, successors and assigns.
* * * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
XXXXX-XXXXXXX
ELECTRONICS CORPORATION XXXXX INDUSTRIES, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX XX.
/S/ XXXXXXX XXXXX /S/ XXXXX X. XXXXXXX XX.
XXXXXXX XXXXX XXXXX X. XXXXXXX, XX.
/S/ XXXXXXX X. XXXXX /S/ XXXXX X. XXXXXXX XX.
XXXXXXX X. XXXXX XXXXX X. XXXXXXX, XX., AS
TRUSTEE OF THE XXXXX X.
XXXXXXX, XX. TRUST UTA
DATED 01-23-91
/S/ XXXX X. XXXXXX
XXXX X. XXXXXX
