Exhibit 10.2
VOTING AGREEMENT
VOTING AGREEMENT,
dated as of March 20, 2005 (this “Agreement”),
among the stockholders listed on the signature page(s) hereto
(collectively, the “Stockholders” and each
individually, a “Stockholder”), Pinnacle Systems, Inc.,
a California corporation (the “Company”) and Avid
Technology, Inc., a Delaware corporation (the
“Buyer”). Capitalized terms used and not
otherwise defined herein shall have the respective meanings
assigned to them in the Merger Agreement referred to
below.
WHEREAS, as of the
date hereof, the Stockholders own of record and beneficially the
shares of capital stock of the Buyer set forth on Schedule I
hereto (such shares, or any other voting or equity of securities of
the Buyer hereafter acquired by any Stockholder prior to the
termination of this Agreement, being referred to herein
collectively as the “Shares”);
WHEREAS,
concurrently with the execution of this Agreement, the Buyer and
the Company are entering into an Agreement and Plan of Merger,
dated as of the date hereof (the “Merger Agreement”),
pursuant to which, upon the terms and subject to the conditions
thereof, a subsidiary of the Buyer will be merged with and into the
Company, and the Company will be the surviving corporation (the
“Merger”); and
WHEREAS, as a
condition to the willingness of the Company to enter into the
Merger Agreement, the Company has required that the Stockholders
agree, and in order to induce the Company to enter into the Merger
Agreement the Stockholders are willing, to enter into this
Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree, severally and not jointly, as
follows:
Section 1.
Voting of Shares .
(a)
Each Stockholder covenants and agrees that until the termination of
this Agreement in accordance with the terms hereof, at the Buyer
Stockholders Meeting or any other meeting of the stockholders of
the Buyer, however called, and in any action by written consent of
the stockholders of the Buyer, such Stockholder will vote, or cause
to be voted, all of such Stockholder’s respective Shares in
favor of the Buyer Voting Proposals.
(b)
Each Stockholder hereby irrevocably grants to, and appoints, the
Company, and any individual designated in writing by it, and each
of them individually, as his or her proxy and attorney-in-fact
(with full power of substitution), for and in his or her name,
place and stead, to vote such Stockholder’s Shares at any
meeting of the stockholders of the Buyer called with respect to any
of the matters specified in, and in accordance and consistent with,
this Section 1. Each Stockholder understands and
acknowledges that the Company is entering into the Merger Agreement
in reliance upon the Stockholder’s execution and delivery of
this Agreement. Each Stockholder hereby affirms that the
irrevocable proxy set forth in this Section 1(b) is given in
connection with the execution of the Merger Agreement, and that
such irrevocable proxy is given to secure the performance of the
duties of such Stockholder under this
Agreement. Except as otherwise provided
for herein, each Stockholder hereby (i) affirms that the
irrevocable proxy is coupled with an interest and may under no
circumstances be revoked, (ii) ratifies and confirms all that
the proxies appointed hereunder may lawfully do or cause to be done
by virtue hereof and (iii) affirms that such irrevocable proxy
is executed and intended to be irrevocable in accordance with the
Delaware General Corporation Law. Notwithstanding any other
provisions of this Agreement, the irrevocable proxy granted
hereunder shall automatically terminate upon the termination of
this Agreement.
Section 2.
Transfer of Shares .
(a)
Each Stockholder covenants and agrees that such Stockholder will
not directly or indirectly (i) sell, assign, transfer, pledge,
encumber or otherwise dispose of any of the Shares, (ii) deposit
any of the Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Shares or grant any
proxy or power of attorney with respect thereto that is
inconsistent with this Agreement or (iii) enter into any contract,
option or other arrangement or undertaking with respect to the
direct or indirect sale, assignment, transfer or other disposition
of any Shares; provided, however, that notwithstanding the
foregoing a Stockholder may transfer Shares or agree to transfer
Shares by testamentary disposition, interspousal disposition
pursuant to a domestic relations proceeding or otherwise by
operation of law, provided that in each such case the transferee
agrees in writing to be bound by this Agreement.
(b)
Each Stockholder agrees to submit to the Buyer contemporaneously
with or promptly following execution of this Agreement all
certificates representing the Shares (unless such Shares are held
in “street” name or otherwise not issued and
certificated in the individual name of the Stockholder) so that the
Buyer may place thereon a legend referring to the transfer
restrictions set forth in this Agreement.
Section 3.
Representations and Warranties of the Stockholders .
Each Stockholder on his or her own behalf hereby severally
represents and warrants to the Buyer with respect to such
Stockholder and such Stockholder’s ownership of the Shares as
follows:
(a)
Ownership of Shares . The Stockholder beneficially
owns all of the Shares as set forth on Schedule I hereto and
has good and marketable title to such Shares, free and clear of any
claims, liens, encumbrances and security interests
whatsoever. The Stockholder owns no shares of Buyer Common
Stock other than the Shares as set forth on Schedule I
hereto. The Stockholder has sole voting power, without
restrictions, with respect to all of the Shares.
(b)
Power, Binding Agreement . The Stockholder has the
legal capacity and all requisite power and authority to enter into
and perform all of his or her obligations under this
Agreement. This Agreement has been duly and validly executed
and delivered by the Stockholder and constitutes a valid and
binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms.
(c)
No Conflicts . The execution and delivery of this
Agreement do not, and the consummation of the transactions
contemplated hereby 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
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right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit
under, any provision of any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to the Stockholder,
the Shares or any of the Stockholder’s properties or
assets. Except as expressly contemplated hereby, the
Stockholder is not a party to, an
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