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EXHIBIT 3
FORM OF
COMPANY VOTING AGREEMENT AND IRREVOCABLE PROXY
THIS COMPANY VOTING AGREEMENT (this "Agreement") is made and entered into
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as of October 26, 2000, among MICROCHIP TECHNOLOGY INCORPORATED., a Delaware
corporation ("Parent"), and the undersigned stockholder (the "Stockholder") of
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TELCOM SEMICONDUCTOR, INC., a Delaware corporation ("Company").
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RECITALS
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A. The Company, Merger Sub (as defined below) and Parent have entered
into an Agreement and Plan of Reorganization of even date herewith (the
"Reorganization Agreement"), which provides for the merger (the "Merger") of
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Matchbox Acquisition Corp., a wholly-owned subsidiary of Parent ("Merger Sub"),
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with and into the Company. Pursuant to the Merger, all outstanding common
stock of the Company, par value $0.001 per share ("Company Common Stock"),
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shall be converted into common stock of Parent, as set forth in the
Reorganization Agreement;
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such
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number of shares of the outstanding capital stock of the Company and shares
subject to outstanding options as is indicated on the signature page of this
Agreement; and
C. In consideration of the execution of the Reorganization Agreement by
Parent, Stockholder (in his or her capacity as such) agrees to vote the Shares
(as defined below) and other such shares of capital stock of the Company over
which Stockholder has voting power so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. Certain Definitions. Capitalized terms not defined herein shall have
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the meanings ascribed to them in the Reorganization Agreement. For purposes of
this Agreement:
(a) "Expiration Date" shall mean the earlier to occur of (i) such
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date and time as the Reorganization Agreement shall have been terminated
pursuant to Article VII thereof, or (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Reorganization Agreement.
(b) "Person" shall mean any (i) individual, (ii) corporation, limited
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liability company, partnership or other entity, or (iii) governmental
authority.
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(c) "Shares" shall mean: (i) all securities of the Company (including
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all shares of Company Common Stock and all options, warrants and other rights
to acquire shares of Company Common Stock) owned by Stockholder as of the date
of this Agreement; and (ii) all additional securities of the Company (including
all additional shares of Company Common Stock and all additional options,
warrants and other rights to acquire shares of Company Common Stock) of which
Stockholder acquires ownership during the period from the date of this
Agreement through the Expiration Date.
(d) Transfer. A Person shall be deemed to have effected a "Transfer"
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of a security if such person directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or disposes of such
security or any interest in such security; or (ii) enters into an agreement or
commitment providing for the sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. Transfer of Shares.
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(a) Transferee of Shares to be Bound by this Agreement. Stockholder
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agrees that, during the period from the date of this Agreement through the
Expiration Date, Stockholder shall not cause or permit any Transfer of any of
the Shares to be effected unless each Person to which any of such Shares, or
any interest in any of such Shares, is or may be transferred shall have: (a)
executed a counterpart of this Agreement and a proxy in the form attached
hereto as Exhibit A (with such modifications as Parent may reasonably request);
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and (b) agreed in writing to hold such Shares (or interest in such Shares)
subject to all of the terms and provisions of this Agreement.
(b) Transfer of Voting Rights. Stockholder agrees that, during the
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period from the date of this Agreement through the Expiration Date, Stockholder
shall not deposit (or permit the deposit of) any Shares in a voting trust or
grant any proxy or enter into any voting agreement or similar agreement in
contravention of the obligations of Stockholder under this Agreement with
respect to any of the Shares.
3. Agreement to Vote Shares. At every meeting of the stockholders of the
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Company called, and at every adjournment thereof, and on every action or
approval by written consent of the stockholders of the Company, Stockholder (in
his or her capacity as such) shall cause the Shares to be voted in favor of
adoption of the Reorganization Agreement. Notwithstanding any provision of
this Agreement to the contrary, nothing in this Agreement shall limit or
restrict Stockholder from acting in Stockholder's capacity as a director or
officer of Company (it being understood that this Agreement shall apply to
Stockholder solely in Stockholder's capacity as a stockholder of Company) or
voting in Stockholder's sole discretion on any matter other than those matters
referred to in the preceding sentence.
4. Irrevocable Proxy. Concurrently with the execution of this Agreement,
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Stockholder agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent
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permissible by law, with respect to the Shares.
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5. Representations and Warranties of the Stockholder. Stockholder (i) is
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the beneficial owner of the shares of Company Common Stock and the options to
purchase shares of Company Common Stock indicated on the signature page of this
Agreement, which are free and clear of any liens, adverse claims, charges or
other encumbrances (except any such encumbrances arising under securities
laws); (ii) does not beneficially own any securities of the Company other than
the shares of Company Common Stock and options to purchase shares of Company
Common Stock indicated on the signature page of this Agreement; and (iii) has
full power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
6. Additional Documents. Stockholder (in his or her capacity as such) and
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Parent hereby covenant and agree to execute and deliver any additional documents
necessary or desirable, in the reasonable opinion of Parent, to carry out the
intent of this Agreement.
7. Legending of Shares. If so requested by Parent, Stockholder agrees
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that the Shares shall bear a legend stating that they are subject to this
Agreement and to an irrevocable proxy.
8. Termination. This Agreement and the Proxy delivered in connection
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herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
9. Miscellaneous.
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(a) Severability. If any term, provision, covenant or restriction of
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this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
(b) Binding Effect and Assignment. This Agreement and all of the
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provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by
either of the parties without prior written consent of the other.
(c) Amendments and Modification. This Agreement may not be modified,
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amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
(d) Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that Parent shall be irreparably harmed and that there shall be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
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(e) Notices. All notices and other communications pursuant to this
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Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to
the parties at the following address (or at such other address for a party as
shall be specified by like notice):
If to Parent:
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224
Attention: General Counsel
Telecopy No.: (480) 899-9210
with a copy to:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
One Market, Spear Tower
San Francisco, CA 94105
Attention: Michael J. Kennedy, Esq.
Telecopy No.: (415) 947-2099
If to Stockholder: To the address for notice set forth on the
signature page hereof.
(f) Governing Law. This Agreement shall be governed by the laws of
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the State of Delaware, without reference to rules of conflicts of law.
(g) Entire Agreement. This Agreement and the Proxy contain the entire
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understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
(h) Effect of Headings. The section headings are for convenience
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only and shall not affect the construction or interpretation of this Agreement.
(i) Counterparts. This Agreement may be executed in several
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counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(j) No Obligation to Exercise Options. Notwithstanding any provision
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of this Agreement to the contrary, nothing in this Agreement shall obligate
Stockholder to exercise any option, warrant or other right to acquire shares of
Company Common Stock.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
MICROCHIP TECHNOLOGY STOCKHOLDER
INCORPORATED
By: ____________________________________ By: ________________________________
Signature of Authorized Signatory Signature
Name: __________________________________ Name: ______________________________
Title: _________________________________ Title: _____________________________
____________________________________
____________________________________
Print Address
____________________________________
Telephone
____________________________________
Facsimile No.
Share beneficially owned:
_______ shares of Company Common Stock
_______ shares of Company Common Stock
issuable upon exercise of outstanding
options
[Signature Page to Company Voting Agreement]
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IRREVOCABLE PROXY
The undersigned stockholder (the "Stockholder") of Telcom Semiconductor,
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Inc., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest
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extent permitted by law) appoints the directors on the Board of Directors of
Microchip Technology Incorporated, a Delaware corporation ("Parent"), and each
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of them, as the sole and exclusive attorneys and proxies of the undersigned,
with full power of substitution and resubstitution, to vote and exercise all
voting and related rights (to the full extent that the undersigned is entitled
to do so) with respect to all of the shares of capital stock of the Company that
now are or hereafter may be beneficially owned by the undersigned, and any and
all other shares or securities of the Company issued or issuable in respect
thereof on or after the date hereof (collectively, the "Shares") in accordance
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with the terms of this Proxy until the Expiration Date (as defined below). Upon
the undersigned's execution of this Proxy, any and all prior proxies given by
the undersigned with respect to any Shares are hereby revoked and the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares until after the Expiration Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Company Voting
Agreement of even date herewith by and among Parent and the undersigned
stockholder, and is granted in consideration of Parent entering into that
certain Agreement and Plan of Reorganization of even date herewith (the
"Reorganization Agreement"), among Parent, Matchbox Acquisition Corp., a
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Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and
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the Company. The Reorganization Agreement provides for the merger of Merger Sub
with and into the Company in accordance with its terms (the "Merger"). As used
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herein, the term "Expiration Date" shall mean the earlier to occur of (i) such
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date and time as the Reorganization Agreement shall have been validly terminated
pursuant to Article VII thereof or (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the
Reorganization Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of stockholders
of the Company and in every written consent in lieu of such meeting in favor of
adoption of the Reorganization Agreement.
The attorneys and proxies named above may not exercise this Proxy on any
other matter. The undersigned stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
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This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Expiration Date.
Dated: October 26, 2000
Signature of Stockholder: __________________________
Print Name of Stockholder: _________________________
[Signature Page to Irrevocable Proxy]
