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, or
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