VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
December 31, 2000, among Valhi, Inc., a Delaware corporation ("Valhi"), Tremont
Holdings, LLC, a Delaware limited liability company ("TRE Holdings" and together
with Valhi, the "Stockholders"), and Tremont Group, Inc., a Delaware corporation
("TGI"). Unless otherwise provided in this Agreement, certain capitalized terms
used herein are defined in Section 8.
Recitals
The parties hereto desire to enter into this Agreement to establish a
mechanism to elect as a director of TGI one person designated in writing by TRE
Holdings.
Agreement
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows.
Section 1. Voting for Directorship. Valhi agrees to vote all of its TGI
Shares, and will take all other necessary or desirable actions within its
control, to elect as a director of TGI one person designated in writing by TRE
Holdings. The parties agree that the initial person designated by TRE Holdings
to be elected a director of TGI is J. Landis Martin. If in the future more than
one person holds TRE Holdings' TGI Shares, such persons must jointly agree on
one designee that they desire to have Valhi elect as a director of TGI and
notify Valhi in writing of such designee before Valhi is obligated to elect such
designee under this section.
Section 2. Size of Board of Directors; Governing Instruments. The
Stockholders hereby agree (a) that the board of directors shall be comprised of
five (5) persons as directors, and each Stockholder shall take or cause to be
taken all action to require that the certificate of incorporation and bylaws of
TGI shall so provide and (b) to ensure at all times that the certificate of
incorporation and bylaws of TGI are not at any time inconsistent with the
provisions of this Agreement.
Section 3. Impairment. Valhi agrees that it will not vote or otherwise
consent or take action with respect to its TGI Shares to amend TGI's certificate
of incorporation or bylaws in a manner that would affect the voting rights of
TGI's stockholders.
Section 4. Transfer of Shares. Valhi agrees that the agreement relating
to the voting of its TGI Shares evidenced by this Agreement shall encumber such
shares, and that any permitted successor, assignee, or transferee shall take
such shares subject to this Agreement. In addition, each party agrees to cause
any permitted successor, assignee, or transferee of such party to become a party
to this Agreement.
Section 5. Term. Unless earlier terminated by agreement of the parties,
this Agreement shall remain in effect for as long as TRE Holdings or its
permitted successors, assigns and transferees hold TGI Shares.
Section 6. Legend. Each certificate evidencing Valhi's TGI Shares and
each certificate issued in exchange for or upon the transfer of such TGI Shares
(if such shares remain subject to the terms of this Agreement after such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT ("AGREEMENT") DATED AS OF DECEMBER 31, 2000 AMONG THE ISSUER
OF SUCH SECURITIES (THE "ISSUER") AND THE ISSUER'S SECURITY HOLDERS. A
COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER
TO THE HOLDER HEREOF UPON WRITTEN REQUEST.
The legend set forth above shall be removed from the certificates evidencing TGI
Shares that cease to be subject to the terms of this Agreement or the
termination of this Agreement.
Section 7. Specific Performance. Valhi agrees that the remedy at law
for any breach by it of this Agreement will be inadequate and that, in addition
to any other remedies TRE Holdings might have, TRE Holdings shall be entitled,
without the necessity of proving actual damages, to specific performance and
injunctive relief to prevent the breach of any provisions of this Agreement.
Section 8. Definitions.
"Common Stock" means TGI's common stock, par value $0.01 per
share.
"Stockholder" means any stockholder of TGI who is subject to
the terms of this Agreement.
"TGI Shares" means any Common Stock and any other voting
securities of TGI purchased or otherwise acquired by any Stockholder.
As to any particular shares constituting TGI Shares, such shares will
cease to be subject to this Agreement if and when they have been
repurchased by TGI.
Section 9. Miscellaneous.
(a) Amendment and Waiver. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement
will be effective against a Stockholder, unless such modification,
amendment or waiver is approved in writing by such Stockholder. The
failure of any party to enforce any of the provisions of this Agreement
will in no way be construed as a waiver of such provisions and will not
affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
(b) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality
or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
(c) Entire Agreement. This Agreement contains the entire
understanding among the parties with respect to the transactions
contemplated hereby and supersedes all other agreements and
understandings among the parties with respect to the subject matter of
this Agreement.
(d) Successors and Assigns. Except as otherwise provided
herein, this Agreement will bind and inure to the benefit of and be
enforceable by TGI and its successors and assigns, and the Stockholders
and any subsequent holders of TGI Shares, and the respective successors
and assigns of each of them, so long as they hold TGI Shares.
(e) Counterparts. This Agreement may be executed in
counterparts each of which will be an original and all of which taken
together shall constitute one and the same agreement.
(f) Notice. All notices and other communications that are
required to be or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given when delivered in person or
transmitted by confirmed telecopy or upon receipt after dispatch by
overnight courier or by certified or registered mail, postage prepaid,
to the party to whom the notice is given. Notices shall be given to the
address for the respective party appearing under the party's signature
to this Agreement or to such other address as such party may designate
by giving notice of such change of address to the other parties to this
Agreement.
(g) Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the state of Delaware or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the state of Delaware.
(h) Headings. The sections and other headings contained in
this Agreement are for reference purposes only and shall not effect in
any way the meaning or interpretation of this Agreement.
<PAGE>
The parties hereto have caused this Agreement to be executed by their
duly authorized officers as of the date first written above.
TREMONT GROUP, INC.
By: --------------------------------------------
Steven L. Watson, President
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
FAX: 972.448.1445
Attention: General Counsel
VALHI, INC.
By: --------------------------------------------
Steven L. Watson, President
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
FAX: 972.448.1445
Attention: General Counsel
TREMONT HOLDINGS, LLC
By: ---------------------------------------------
Robert D. Hardy, Vice President
Address: Two Greenspoint Plaza
16825 Northchase Drive
Suite 1200
Houston, Texas 77060-2544
FAX: 281.423.3333
Attention: General Counsel
