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STOCKHOLDER VOTING AGREEMENT

Voting Agreement

STOCKHOLDER VOTING AGREEMENT | Document Parties: MTC TECHNOLOGIES INC | BAE Systems, Inc | Rivas Enterprises Limited Partnership | Vimol, LLC You are currently viewing:
This Voting Agreement involves

MTC TECHNOLOGIES INC | BAE Systems, Inc | Rivas Enterprises Limited Partnership | Vimol, LLC

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Title: STOCKHOLDER VOTING AGREEMENT
Governing Law: Delaware     Date: 12/28/2007
Industry: Business Services     Law Firm: Cravath Swaine     Sector: Services

STOCKHOLDER VOTING AGREEMENT, Parties: mtc technologies inc , bae systems  inc , rivas enterprises limited partnership , vimol  llc
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Exhibit 10.1

Execution Copy

This STOCKHOLDER VOTING AGREEMENT (this “ Agreement ”), dated as of December 21, 2007, is by and between BAE Systems, Inc., a Delaware corporation (“ Parent ”), Rajesh K. Soin (the “Individual Stockholder”) and Rivas Enterprises Limited Partnership III (together with the Individual Stockholder, each, a “ Stockholder ” and collectively, the “ Stockholders ”).

WHEREAS, Parent, Mira Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and MTC Technologies, Inc., a Delaware corporation (the “ Company ”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented, the “ Merger Agreement ”; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), providing for the merger of Merger Sub with and into the Company;

WHEREAS, each Stockholder owns the number of Shares set forth opposite such Stockholder’s name on Schedule A hereto (such Shares together with any other capital stock of the Company, including New Shares, acquired by each Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein, with respect to the applicable Shareholder, as the “ Subject Shares ”); and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have requested that the Stockholders enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Representations and Warranties of the Stockholders . Each Stockholder jointly and severally hereby represents and warrants to Parent as of the date hereof as follows:

(a) Authority; Execution and Delivery; Enforceability . If such Stockholder is not a natural person, such stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and the execution and delivery by such Stockholder of this Agreement and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary action on the part of such Stockholder, its governing body, members, shareholders and trustees, as applicable. Such Stockholder has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. Such Stockholder has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. If such Stockholder is not a natural person, each of the persons executing this Agreement on behalf of such Stockholder has full power and authority to execute and deliver this Agreement on behalf of such Stockholder and to thereby bind such Stockholder. If such Stockholder is married and the Subject Shares of such Stockholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. The execution, delivery and performance of this

 


Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the Subject Shares under, (A) any provision of any written contract, permit, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement, (each, a “ Contract ”) to which such Stockholder is a party or by which any Subject Shares are bound, (B) if such Stockholder is not a natural person, any trust or other organizational document of such Stockholder, or (C) subject to the filings and other matters referred to in the next sentence, any Order or any Law applicable to the Subject Shares. No consent, approval, order or authorization (collectively, “ Consent ”) of, or registration, declaration or filing with, any Governmental Entity or other Person (including with respect to natural persons, any spouse, and with respect to trusts, any co-trustee or beneficiary) is required to be obtained or made by or with respect to such Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby other than compliance with and filings under the HSR Act, if applicable.

(b) The Subject Shares . Such Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any Encumbrances. Except as set forth on Schedule A , such Stockholder does not: (i) own beneficially or of record, or have the right to acquire, any Shares or any shares of capital stock or other equity interests or voting securities of the Company, (ii) have any other interest in any Shares or any shares of capital stock or other equity interests or voting securities of the Company or (iii) have any voting rights with respect to any Shares or any shares of capital stock or other equity interests or voting securities of the Company. Such Stockholder has the sole right to vote the Subject Shares and has not given any proxies with respect to any of the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

(c) Information . None of the information relating to such Stockholder provided by or on behalf of such Stockholder for including in the Proxy Statement or any filing required to be made with the SEC by the Company or Parent will, at the respective times such documents are filed with the SEC, are first published, sent or given to shareholders, at the time of any amendment or supplement of such documents and at the time of the Special Meeting, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

SECTION 2. Representations and Warranties of Parent . Parent hereby represents and warrants to each Stockholder as follows: Parent has all requisite corporate power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent. Parent has duly executed and delivered this Agreement, and, assuming due

 

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authorization, execution and delivery by each Stockholder, this Agreement constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent under, the organizational documents of Parent, any provision of any Contract to which Parent is a party or by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or any Law applicable to Parent or the properties or assets of Parent. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than as contemplated by the Merger Agreement.

SECTION 3. Covenants of the Stockholders . Each Stockholder covenants and agrees as follows:

(a) (1) At any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of a majority of the outstanding Shares to adopt the Merger Agreement (the “ Requisite Stockholder Vote ”) or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or other Transactions is sought, such Stockholder shall vote (or cause to be voted or provide written consent with respect to) the Subject Shares in favor of granting the Requisite Stockholder Vote.

 

  (2) IRREVOCABLE PROXY . Each Stockholder hereby irrevocably grants to, and appoints, Parent, Sheila C. Cheston and Robert T. Murphy, or any of them, and any individual designated in writing by any of them, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3 . Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a)(2) is given in connection with the execution of the Merger Agreement and is therefore coupled with an interest. Each Stockholder hereby further affirms that the irrevocable proxy may under no circumstances be revoked. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement in accordance with its terms.

 

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(b) At any meeting of stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which each Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) the Subject Shares against and withhold consent with respect to (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Company Takeover Proposal, and (iii) any other action, agreement or transaction that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholders contained in this Agreement or that would impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the timely consummation the Merger. Each Stockholder shall not commit or agree to take any action inconsistent with the foregoing.

(c) Other than this Agreement, each Stockholder shall not (i) sell, transfer, exchange, pledge, assign, hypothecate, encumber, or tender or otherwise create an Encumbrance on or dispose of (including by gift) (collectively, “ Transfer ”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares or any rights to acquire any securities or equity interests of the Company to any Person other than (I) pursuant to the Merger Agreement or (II) the Transfer by the Individual Stockholder to a non-profit family foundation controlled by the Individual Stockholder, subject to the conditions that such Individual Stockholder retains all voting rights over such Subject Shares after such Transfer and such foundation agrees to be bound by all obligations of a Stockholder hereunder as if named as a party hereto or (ii) grant any proxies or enter into any voting trust or other agreement or arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or any rights to acquire any securities or equity interests of the Company and shall not commit or agree to take any of the foregoing actions. As used in this Agreement, the term “ Transfer ,” shall also include any pledge, hypothecation, encumbrance, assignment or other disposition of such security or the record or beneficial ownership thereof, the offer to make a sale, transfer or other disposition, and each agreement, arrangement or understanding whether or not in writing, to effect any of the foregoing.

(d) Each Stockholder


 
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