Exhibit 10.1
EXECUTION VERSION
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “
Agreement ”) is made and entered into as of January 9,
2007, by and among IAC Holding Co., a Delaware corporation (“
Parent ”), IAL Acquisition Co., a Delaware corporation
and wholly owned subsidiary of Parent (“ Merger
Subsidiary ”), and Cornelius C. Vanderstar, individually
and as Co-trustee of the Vanderstar Family Trust (“
Shareholder ”).
WHEREAS, concurrently with the
execution of this Agreement, Parent, Merger Subsidiary and
International Aluminum Corporation, a California corporation (the
“ Company ”), are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the “ Merger
Agreement ”), providing for the merger of Merger
Subsidiary with and into the Company (the “ Merger
”), pursuant to which the Company will become a wholly owned
subsidiary of Parent;
WHEREAS, as of the date hereof,
Shareholder is the record or beneficial owner of 1,720,700 shares
of common stock, par value $1.00 per share, of the Company (such
shares, together with any other shares of Company common stock
acquired by Shareholder after the date hereof, being collectively
referred to herein as the “ Shares ”);
and
WHEREAS, as a condition to their
willingness to enter into the Merger Agreement, Parent and Merger
Subsidiary have required that Shareholder enter into this Agreement
and, in order to induce Parent and Merger Subsidiary to enter into
the Merger Agreement, Shareholder is willing to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1.
Agreements of Shareholder .
(a)
Voting; Refrain From Certain Proxy Solicitations .
From the date hereof until any termination of this Agreement in
accordance with its terms, at any meeting of the shareholders of
the Company however called (or any action by written consent in
lieu of a meeting) and any adjournment thereof, Shareholder shall
vote the Shares (or cause them to be voted) or (as appropriate)
execute written consents in respect thereof, (i) in favor of the
adoption of the Merger Agreement and the approval of the
transactions contemplated thereby, (ii) against any action or
agreement (including, without limitation, any amendment of any
agreement) that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company
under the Merger Agreement, (iii) against any Acquisition Proposal
and (iv) against any agreement (including, without limitation, any
amendment of any agreement), amendment of the Company’s
charter documents or other action that is intended or could
reasonably be expected to prevent, impede, interfere with, delay,
postpone or discourage the consummation of the Merger. Any
such vote shall be cast (or consent shall be given) by Shareholder
in accordance with such procedures relating thereto so as to ensure
that it is
duly counted, including for purposes
of determining that a quorum is present and for purposes of
recording the results of such vote (or consent). Shareholder
further covenants and agrees that he shall not, in his capacity as
owner of the Shares, solicit proxies or participate in a
solicitation with respect to an Acquisition Proposal.
Notwithstanding any other provision of this Agreement,
Shareholder’s obligations under this Section 1(a) shall not
extend to any modification or amendment to the Merger Agreement
unless Shareholder otherwise agrees in a subsequent
writing.
(b)
Irrevocable Proxy . Concurrently with the execution of
this Agreement, Shareholder agrees to deliver to Parent a proxy in
the form attached hereto as Annex A (the “
Proxy ”), which shall be irrevocable to the extent
provided therein.
(c)
Restriction on Transfer; Other Restrictions . From the
date hereof until any termination of this Agreement in accordance
with its terms, Shareholder shall not directly or indirectly (i)
sell, transfer (including by operation of law), give, pledge,
encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect
to the sale, transfer, gift, pledge, encumbrance, assignment or
other disposition of, any of the Shares (or any right, title or
interest thereto or therein), (ii) deposit any of the Shares into a
voting trust or grant any proxies or enter into a voting agreement,
power of attorney or voting trust with respect to any of the
Shares, (iii) take any action that would make any representation or
warranty of Shareholder set forth in this Agreement untrue or
incorrect in any material respect or have the effect of preventing,
disabling or delaying Shareholder from performing any of his
obligations under this Agreement or (iv) agree (whether or not in
writing) to take any of the actions referred to in the foregoing
clauses of this Section 1(c). Notwithstanding the foregoing,
Shareholder may transfer, give or otherwise assign Shares for
estate planning or charitable purposes; provided, however, that, as
a condition precedent thereto, the transferee shall agree in
writing to become party to this Agreement with respect to such
Shares.
2.
Representation and Warranties of Parent and Merger
Subsidiary . Parent and Merger Subsidiary jointly and
severally represent and warrant to Shareholder as
follows:
(a)
Due Authorization . This Agreement has been authorized
by all necessary corporate action on the part of each of Parent and
Merger Subsidiary and has been duly executed by a duly authorized
officer of each of Parent and Merger Subsidiary.
(b)
Validity; No Conflict . This Agreement constitutes the
legal, valid and binding obligation of each of Parent and Merger
Subsidiary, enforceable against each of them in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting or relating
to creditors’ rights generally and by general principles of
equity. Neither the execution of this Agreement by Parent and
Merger Subsidiary nor the consummation of the transactions
contemplated hereby will result in a breach or violation of the
terms of any agreement by which Parent or Merger Subsidiary is
bound or of any decree, judgment,
2
order, law or regulation now in
effect of any court or other governmental body applicable to Parent
or Merger Subsidiary.
3.
Representations and Warranties of Shareholder .
Shareholder hereby represents and warrants to Parent and Merger
Subsidiary as follows:
(a)
Validity; Consents and Approvals; No Conflict . This
Agreement constitutes the legal, valid and binding obligation of
Shareholder, enforceable against Shareholder in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting or relating
to creditors’ rights generally and by general principles of
equity. No consents or approvals of, or filings, declarations
or registrations with, any governmental agency are necessary for
the performance by Shareholder of its obligations under this
Agreement, other than such other consents, approvals, filings,
declarations or registrations that, if not obtained, made or given,
would not, individually or in the aggregate, reasonably be expected
to prevent or materially delay the performance by Shareholder of
any of his obligations under this Agreement. Neither the
execution and delivery of this Agreement by Shareholder, nor the
performance by Shareholder of his obligations hereunder, will
result in a breach or violation of the terms of any agreement by
which Shareholder is bound or of any decree, judgment, order, law
or regulation now in effect of any court or other governmental body
applicable to Shareholder.
(b)
Ownership of Shares . Except as specifically described
on Annex B , Shareholder (i) is the record and beneficial
owner of all of the Shares and (ii) owns all of the Shares free and
clear of any proxy, voting restriction, adverse claim or other Lien
(other than proxies and restrictions in favor of Parent and Merger
Subsidiary pursuant to this Agreement and except for such transfer
restrictions of general applicability as may be provided under the
Securities Act and the “blue sky” laws of the various
states of the United States). Without limiting the foregoing,
except for certain proxies and restrictions provided for in clause
(ii) above, Shareholder has sole voting power and sole power of
disposition with respect to all of the Shares, with no restrictions
on Shareholder’s rights of voting or disposition pertaining
thereto and no Person other than Shareholder has any right to
direct or approve the voting or disposition of any of the
Shares. As of the date hereof, Shareholder does not own,
beneficially or of record, any securities of the Company other than
1,720,700 shares of common stock which constitute the
“Shares.”
4.
Termination . This Agreement may be terminated by
Shareholder upon notice to Parent at any time within ten (10) days
following any Company Adverse Recommendation Change in accordance
with the Merger Agreement; provided, that, the Company pays Parent
the Termination Fee prior to or simultaneously with such
termination. This Agreement and the Proxy shall terminate
automatically on the first to occur of (a) the termination of the
Merger Agreement in accordance with its terms and (b) the Effective
Time. Notwithstanding the foregoing, (i) nothing
herei
