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EXHIBIT 10.1.19
VOTING TRUST AGREEMENT
THIS
VOTING TRUST AGREEMENT, made and entered into at Solon, Ohio, as
of
the 13th day of May, 2004 by and between
SARATOGA LIGHTING HOLDINGS LLC, as
voting trustee (the "Voting Trustee") of
the voting trust created by this
Agreement, and the individuals who have
purchased common stock, $.001 par value
per share, of ADVANCED LIGHTING
TECHNOLOGIES, INC., an Ohio corporation (the
"Company") pursuant to the Company's 2003
Equity Incentive Plan (the "Plan"),
whose names are listed on Exhibit "A"
attached hereto (hereinafter sometimes
separately referred to as a "Shareholder"
and collectively as the
"Shareholders").
W I T N E S S E T H:
WHEREAS,
the Plan, and the awards to each of the Shareholders, provide
that all of the shares of common stock,
$.001 par value per share, of the
Company purchased pursuant to the Plan, as
set forth opposite the Shareholders'
names on Exhibit "A", and any other shares
delivered to the Voting Trustee (the
"Shares"), be subject to the terms of this
Voting Trust Agreement;
WHEREAS,
the Shareholders desire to participate in the Plan and that all
of the Shares be made subject to the terms
and conditions of this Agreement; and
WHEREAS,
the Shareholders deem this Agreement to be in the best interest
of the Company and all of the
Shareholders.
NOW,
THEREFORE, the parties hereto agree as follows:
1.
DEPOSIT OF
VOTING SHARES; ISSUANCE OF VOTING TRUST CERTIFICATES.
(a) The
Shareholders acknowledge that, pursuant to the Plan the
certificate(s) evidencing all of the Shares
owned by each such Shareholder (the
"Share Certificates") have been deposited
with Voting Trustee, together with a
duly executed stock power, and that the
Escrow Agent under the Plan (the "Escrow
Agent") shall accept in exchange therefor a
Voting Trust Certificate or
Certificates representing the number of
Shares purchased by such Shareholder
pursuant to the Plan.
(b) Upon receipt
of the Share Certificates pursuant to subsection
(a) of this Section, the Voting Trustee
shall cause to be issued and delivered
to the Escrow Agent, on behalf of each
Shareholder, a Voting Trust Certificate
or Certificates, substantially in the form
of Exhibit "B" with the blanks
therein appropriately completed,
representing the number of Shares evidenced by
the Share Certificates deposited for the
account of each Shareholder. Voting
Trust Certificates issued upon the transfer
of, in exchange for, or in addition
to such Voting Trust Certificates, as
provided in this Agreement, shall be
substantially in the form attached hereto
as Exhibit "B" with such appropriate
variations, omissions, and insertions as
may be required.
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2.
ISSUANCE
OF VOTING SHARES TO THE VOTING TRUSTEE. The Voting Trustee
shall cause all Share Certificates
deposited with it pursuant to Section 1 above
to be surrendered to and cancelled by the
Company, and shall cause the Company
to issue and deliver to the Voting Trustee
new share certificates representing
the Shares in the name of the Voting
Trustee, as voting trustee, which shall
contain a legend stating that the Share
Certificates are issued pursuant and
subject to the provisions of this
Agreement. The Company's stock ledger and
journal shall indicate that such share
certificates are subject to the
provisions of this Agreement. Except as
herein provided, all share certificates
issued and delivered to the Voting Trustee
pursuant to this Section 2 shall at
all times be and remain in the possession
of the Voting Trustee or a depository
designated by the Voting Trustee. The
Voting Trustee shall not transfer any
certificates representing Shares other than
as provided in this Agreement.
3.
RECORDS OF
VOTING TRUST CERTIFICATES.
(a) Records. The
Voting Trustee shall keep or cause to be kept
books of record of all Voting Trust
Certificates issued pursuant to this
Agreement, and shall also fix and determine
a place at which such books of
record shall be kept and at which Voting
Trust Certificates may be transferred.
(b) Inspection
of Records of Voting Trust Certificates. Any owner
of a Voting Trust Certificate shall have
the right to inspect the books of
record of the Voting Trust Certificates to
be maintained by the Voting Trustee
pursuant to subsection (a) of this Section
at the place at which such records
are kept at any reasonable time.
4.
TRANSFER OF VOTING TRUST
CERTIFICATES.
(a) Transfer of
Voting Trust Certificates. All transfers of Voting
Trust Certificates shall be recorded on the
books of record kept by the Voting
Trustee. The Voting Trustee may treat the
record holder of the respective Voting
Trust Certificates as the absolute owner
thereof for all purposes whatsoever and
shall not be bound to recognize any
equitable interest in or claim to any such
Voting Trust Certificate or the Shares
represented thereby on the part of any
other party until transferred on such books
of record. The Voting Trustee shall
not be required to make any transfer of a
Voting Trust Certificate upon such
books of record except upon surrender of a
Voting Trust Certificate to be
transferred, properly assigned in such form
as shall be acceptable to the Voting
Trustee, accompanied by such evidence as
the Voting Trustee may reasonably
require as to the authority of any person
other than the record holder thereof
who may seek to effect any such transfer
and as to the genuineness of the
appropriate signatures. Upon each such
transfer, the Voting Trust Certificates
surrendered for transfer shall be cancelled
and the Voting Trustee shall issue a
new Voting Trust Certificate to the
transferee and the transferee shall, by
acceptance thereof, assent to the terms and
conditions of this Agreement. Any
such transferee shall be required to
execute a supplemental copy of this
Agreement.
(b) Replacement
of Voting Trust Certificates. In the event any
Voting Trust Certificate shall become
mutilated, lost, or destroyed, the Voting
Trustee, under such conditions with respect
to indemnity or otherwise as it, in
its discretion, may prescribe, may provide
for the
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issuance of a new Voting Trust Certificate
in lieu of such lost or destroyed
Voting Trust Certificate or in exchange for
such mutilated Voting Trust
Certificate.
5.
POWERS AND
DUTIES OF VOTING TRUSTEE.
(a) Right to
Vote. The Voting Trustee shall be entitled to
exercise all shareholder rights of the
Shareholders in respect of the Shares,
including, but not limited to, the right to
exercise the voting rights of such
Shares on each matter submitted to the
Company's shareholders for their vote,
consent, waiver, release, or other action
and the right to take part in any
corporate or shareholders' action of the
Company, whether ordinary or
extraordinary, by proxy or otherwise. The
right of the Voting Trustee to
exercise the voting rights of the Shares in
accordance with the terms hereof
includes, but is not limited to, the
exercise of voting rights relating to
fixing the number and the election of
directors of the Company, the changing of
the Company's capital structure, the
amendment of the Company's Articles of
Incorporation or Code of Regulations, the
reclassification of the Shares, the
purchase of assets by the Company, and the
merger, consolidation, liquidation or
dissolution of the Company. The owners of
Voting Trust Certificates shall not
have any right under such Voting Trust
Certificates or under this Agreement or
otherwise, to exercise the voting rights of
such Shares or to take part in any
corporate or shareholders' action or to do
or perform any act or thing that
shareholders of the Company are now or may
hereafter become entitled to do or to
perform, for so long as the Shares owned by
each such Shareholder are held by
the Voting Trustee, except to receive cash
dividends and distributions when
declared and paid and to review the books
and records of the Company during
normal business hours. Notwithstanding
anything to the contrary, the Voting
Trustee shall not have the right to sell or
otherwise transfer the Shares of any
Shareholder.
(b) Discretion
of Voting Trustee. In exercising the voting rights
of the Shares, or in doing any act with
respect to the control or management of
the Company or its affairs, or otherwise
acting hereunder, the Voting Trustee
shall be free to exercise its full
discretion. Notwithstanding anything to the
contrary, the Voting Trustee shall not have
the right to sell or otherwise
transfer the Shares of any Shareholder.
(c) Acting as
Director or Officer. The Voting Trustee, or any
representative of the Voting Trustee, may
act as a director, an officer or an
employee of the Company and may vote for
itself as such and may have an
ownership interest in the Company. The
Voting Trustee, or any person with whom
or which it may be associated, or any
entity of which it may be a member, or any
corporation of which it may be a
shareholder, director, or officer, may contract
with the Company or otherwise have a
financial interest in any matter or
transaction to which the Company may be a
party or in which the Company may be
in any way concerned, as though it were not
Voting Trustee, but otherwise
subject to law.
(d)
Compensation. The Voting Trustee shall serve without
compensation. The Voting Trustee shall be
reimbursed for all reasonable
expenses, disbursements and advances
incurred or made by the Voting Trustee in
performance of its duties hereunder. The
owners of the Voting Trust Certificates
agree to reimburse and indemnify the Voting
Trustee for all reasonable claims,
expenses, and liabilities incurred by it in
connection with the discharge of its
duties under this Agreement. Any such
claims, expenses, or liabilities shall be
charged to the
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Voting Trust Certificate owners, pro rata,
and may be deducted from dividends or
other distributions to them, or may be made
a charge payable as a condition to
the delivery of Share Certificates
following the surrender to the Voting Trustee
of the Voting Trust Certificates, and the
Voting Trustee shall be entitled to a
lien therefor on the Shares, funds, or
other property in its possession. The
Voting Trustee shall disclose in reasonable
detail on an annual basis, all
reimbursements received for reasonable
expenses, disbursements, advances
incurred or made by the Voting Trustee in
performance of its duties hereunder.
(e) Immunities
of the Voting Trustee. The Voting Trustee shall
incur no responsibility in its capacity as
voting trustee, as a shareholder, or
otherwise, by reason of any error of
judgment or mistake of law or other
mistake, for any act or omission of any
agent or attorney, for any
misconstruction of this Agreement, or for
any action of any sort taken or
omitted hereunder or believed by it to be
in accordance with the provisions and
intent hereof or otherwise, except solely
for its own individual willful
misconduct. In the discharge of its duties
hereunder, the Voting Trustee shall
be fully protected in acting in reliance
upon any instrument, document, or paper
believed by it to be genuine and to have
been executed by the proper parties;
and, shall likewise be fully protected in
issuing any Voting Trust Certificate
or in taking or refraining from taking any
action hereunder in reliance upon any
certificate or certificates purporting to
be duly signed, as to the existence or
non-existence of any fa
