Exhibit 10.1
VOTING AND IRREVOCABLE
PROXY AGREEMENT
THIS VOTING AND
IRREVOCABLE PROXY AGREEMENT (this “ Voting Agreement
”) is made and entered into as of November 8, 2007
between AAR Manufacturing, Inc., an Illinois corporation
(“ AAR ”), and the undersigned shareholder
(“ Shareholder ”) of Summa
Technology, Inc., an Alabama corporation (“ Summa
”).
RECITALS
A.
Concurrently with the execution of this Voting Agreement, AAR and
Summa are entering into an Agreement and Plan of Merger (the
“ Merger Agreement ”), which provides for the
merger of a wholly-owned subsidiary of AAR with and into Summa,
with Summa being the surviving entity (the “ Merger
”).
B.
As a condition and inducement to AAR’s willingness to enter
into the Merger Agreement, Shareholder and AAR are entering into
this Voting Agreement to provide for the voting of
Shareholder’s shares of capital stock of Summa, on the terms
and subject to the conditions set forth in this Voting
Agreement.
AGREEMENT
In consideration
of the premises and the covenants and agreements contained in this
Voting Agreement and the Merger Agreement and other good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties to this Voting Agreement agree as
follows:
ARTICLE I
AGREEMENT TO RETAIN SHARES
Section 1.1
Transfer and Encumbrance . Shareholder
agrees not to transfer, sell, exchange, pledge or otherwise dispose
of or encumber any and all shares of capital stock of Summa
(a) owned of record by Shareholder or (b) beneficially
held by Shareholder, as of the date first written above
(collectively, the “ Shares ”), or any New
Shares (as defined in Section 1.2 below), except
(i) transfers by will or by operation of law, in which case
this Agreement shall bind the transferee, and (ii) transfers
in connection with estate and tax planning purposes, including
transfers to relatives, trusts and charitable organizations,
subject to the transferee agreeing in writing to be bound by the
terms of this Agreement. Shareholder further agrees not to make any
offer or agreement relating to either the Shares or any New Shares,
at any time prior to the Expiration Date. As used in this
Voting Agreement, the term “ Expiration Date ”
means the earlier to occur of (a) the Effective Time (as
defined in the Merger Agreement) and (b) termination of the
Merger Agreement in accordance with Section 11.1 thereof.
Section 1.2
New Shares . Shareholder agrees that the
terms and conditions of this Voting Agreement shall apply to, and
Shareholder agrees to be bound by the terms and conditions of this
Voting Agreement with respect to, Shareholder’s interest in
(a) the Shares and (b) any and all shares of capital
stock of Summa (i) that Shareholder purchases or acquires,
or
(ii) with respect
to which Shareholder otherwise acquires beneficial ownership (the
“ New Shares ”), in each case after the date
first written above and prior to the Expiration Date.
ARTICLE II
AGREEMENT TO VOTE SHARES
Section 2.1
Agreement to Vote . Until the Expiration
Date, at every meeting of the shareholders of Summa called with
respect to any of the following, and on every action or written
consent of the shareholders of Summa with respect to any of the
following, Shareholder agrees to vote the Shares and any New Shares
(a) in favor of approval of the Merger, the Merger Agreement
and the transactions contemplated by the Merger Agreement, and any
matter that could reasonably be expected to facilitate the Merger,
(b) against approval of any proposal made in opposition to or
competition with consummation of the Merger, (c) against any
merger, consolidation, sale of assets, reorganization or
recapitalization, with any party other than with AAR or any of its
affiliates, and (d) against any liquidation or winding up of
Summa (each of Sections 2.1(b), 2.1(c) and 2.1(d), an
“ Opposing Proposal ”). Shareholder
further agrees that, prior to the Expiration Date, Shareholder will
not, directly or indirectly, solicit or encourage any offer from
any party concerning the possible disposition of all or any
substantial portion of Summa’s business, assets or capital
stock; provided, however, that the foregoing limitation shall not
restrict Eyvinne C. Lee, Trustee of Shareholder, in his capacity as
a director of Summa, from discharging his fiduciary duties in a
manner consistent with the terms of the Merger Agreement.
ARTICLE III
APPOINTMENT OF PROXY
Section 3.1
Appointment of Proxy . To secure
Shareholder’s obligation to vote Shareholder’s Shares
and any New Shares in accordance with the provisions of
Section 2.1 of this Voting Agreement, Shareholder does hereby
irrevocably constitute and appoint AAR, or any nominee of AAR, with
full power of substitution, from the date of this Voting Agreement
until the Expiration Date, as its true and lawful proxy, for and in
its name, place and stead, including the right to sign its name (as
a shareholder) to any consent, certificate or other document
relating to Summa that applicable law may permit or require, to
cause the Shares and any New Shares to be voted in the manner
contemplated by Section 2.1 of this Voting Agreement.
Shareholder hereby revokes all other proxies and powers of
attorney with respect to the Shares or any New Shares that
Shareholder may have appointed or granted, and Shareholder will not
give a subsequent proxy or power of attorney (and if given, any
such subsequent proxy or power of attorney will not be effective)
or enter into any other voting agreement with respect to the Shares
or any New Shares prior to the Expiration Date, in each case with
respect to the matters contemplated by Section 2.1 of this
Voting Agreement. AAR agrees that it will not exercise its
right to act as Shareholder’s proxy
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