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Exhibit 10.17
▇▇▇▇▇▇ PRODUCTS CORP.
Voting Trust Agreement
AGREEMENT made this 23rd day of April 1998, by and between each
purchaser of common stock of ▇▇▇▇▇▇ Products Corp. who executes a counterpart
signature page hereto (each a "Participant") and Jordan ▇. ▇▇▇▇, as voting
trustee (the "Voting Trustee").
WHEREAS, each Participant owns the shares of common stock, $.001 par
value, of ▇▇▇▇▇▇ Products Corp., a Massachusetts corporation (the "Company") set
forth on such Participant's counterpart signature page hereto (the "Shares");
and
WHEREAS, the Participant and the Voting Trustee desire to make certain
provisions with respect to the voting of the Shares.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Transfer to Voting Trustees. Each Participant hereby deposits and
transfers all of his or her Shares to the Voting Trustee, subject to the terms
and conditions of this Agreement.
2. Voting Trust Certificate. The Voting Trustee will deliver to each
Participant a voting trust certificate, representing such Participant's
beneficial interest in the Shares. Subject to the terms of (i) any Stock
Purchase or Stock Option Agreement between the Company and any Participant and
(ii) the Employee Stockholders' Agreement dated as of the date hereof (the
"Employee Stockholders' Agreement"), as amended, each Participant may transfer
such Participant's voting trust certificate by giving appropriate instructions
to the Voting Trustee, who shall issue new voting trust certificates and who
shall maintain a voting trust certificate record book. The Voting Trustee shall
be entitled to rely for all purposes of this Agreement upon instructions given
by persons who are registered holders of voting trust certificates. Each
transferee of a voting trust certificate shall be conclusively deemed to have
consented to this Agreement and shall be bound by all the terms hereof. A copy
of this Agreement and a list of the current registered holders of voting trust
certificates shall at all times be kept with the Company's records.
3. Power of Voting Trustee to Vote the Shares. The Voting Trustee shall
have full and unqualified right and power to vote and to execute consents, in
his sole discretion, with respect to all Shares held by him under this Agreement
from time to time. Without limiting the generality of the foregoing, the Voting
Trustee may take all actions on behalf of the Participants relating to the
voting of the Shares as the Voting Trustee in his sole and absolute discretion
deems appropriate, including, without limitation to vote such Shares in favor
of:
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(a) the election of directors including, as applicable, in
accordance with the provisions of the Employee Stockholders' Agreement;
(b) the amendment of the Articles of Organization of the
Company;
(c) the sale of the Company or its assets;
(d) the merger or consolidation of the Company with or into
another corporation or the approval of any other form of reorganization
or recapitalization; or
(e) such other matters as may require the vote, consent or
approval of holders of the Shares.
4. Capital Changes. In the event of any stock dividend, stock split or
combination, recapitalization, reorganization, merger, consolidation or other
change affecting the Shares, this Agreement shall apply to the shares or
securities received by the Voting Trustee pursuant thereto, and new voting trust
certificates shall be issued to represent such change.
5. Dividends. The Voting Trustee shall cause all dividends declared in
cash or property (other than pursuant to Section 4) on each Participant's Shares
and received by him to be distributed to the registered holders of voting trust
certificates in accordance with the Shares evidenced by each such certificate.
6. Term. The voting trust created by this Agreement shall continue
until the first to occur of (i) ten (10) years from the date hereof or (ii) on
such date that no Participants or any of their Permitted Transferees under the
Employee Stockholders' Agreement hold any Shares. Upon the death of the Voting
Trustee, the Board of the Directors of the Company shall appoint his successor
under this Agreement. The Voting Trustee may terminate this Agreement by notice
to the Participants.
7. The Voting Trustee. The Voting Trustee shall receive no compensation
for his services as Voting Trustee. The Voting Trustee shall not be required to
give a bond for the discharge of his duties as Voting Trustee. The Voting
Trustee shall have no liability for any acts or omissions in good faith and in
the absence of gross negligence. Each registered holder of a voting trust
certificate, by his acceptance thereof, agrees to indemnify the Voting Trustee
against any liability he may incur by reason of his actions or omissions in good
faith and in the absence of gross negligence.
8. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
9. Choice of Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts (without giving
effect to any conflict or choice of law provisions).
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IN WITNESS WHEREOF, the Participant and the Voting Trustee have
hereunto set their hands and seals on the date first above written.
/s/ Jordan ▇. ▇▇▇▇
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Jordan ▇. ▇▇▇▇, Voting Trustee
PARTICIPANTS:
[Counterpart Signature Pages Omitted]
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