Exhibit B
VOTING AGREEMENT
THIS VOTING AGREEMENT made this 19th day of September, 2000 (the
"Effective Date"), between Simon Transportation Services Inc., a Nevada
corporation having its principal place of business at 5157 West 2100 South, West
Valley City, Utah 84120 (the "Company"), and the shareholders (the
"Shareholders") of the Company whose names are set forth on the signature page
of this Agreement (the "Agreement").
RECITALS:
WHEREAS, the Company has determined to issue options (the "Options")
with respect to up to 375,000 shares of the Class A Common Stock of the Company
(the "Common Stock") to certain executive employees of the Company and a warrant
to purchase up to 300,000 shares of Common Stock to Jerry Moyes (the "Warrant");
WHEREAS, the Common Stock is quoted on The Nasdaq Stock Market
("Nasdaq"):
WHEREAS, Nasdaq has advised the Company that based on certain rules of
Nasdaq, Nasdaq will require the Company to obtain approval from the shareholders
of the Company of the issuance of the Options, the issuance of shares of Common
Stock upon the exercise thereof and the related amendment of the Company's
Incentive Stock Plan reflected by an Amendment No. 3 to the Simon Transportation
Services Inc. 1995 Stock Incentive Plan (the "Option Proposal") prior to the
issuance of 25,000 or more shares of the Common Stock upon exercise of the
Options and that approval from the shareholders of the Company of the issuance
of the Warrant and the shares of Common Stock to be issued upon the exercise
thereof may also be necessary or desirable, and also shall be deemed part of the
Option Proposal if requested by either the Company or Jerry Moyes; and
WHEREAS, as an inducement to the Company to issue the Options and the
Warrant, and on the terms and conditions set forth below, the Shareholders
desire to agree to vote all of the shares of Common Stock held by such
Shareholders in favor of the Option Proposal.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing premises, and for
good and valuable consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the Company and the Shareholders agree as
follows:
1. Voting Agreement. The Company agrees to submit to its shareholders
at the next annual or special meeting of shareholders the Option Proposal for
review and a vote thereon by the Company's shareholders. The Shareholders hereby
irrevocably covenant and agree to vote all of the shares of the Common Stock
owned by them (whether of record or beneficially) in favor of and for approval
of the Option Proposal at any time that the Option Proposal is submitted to the
shareholders of the Company for approval, whether at an annual meeting of
shareholders, a special meeting of shareholders or pursuant to a consent
solicitation, and to take all other actions reasonably necessary to accomplish
the purposes of this Agreement.
2. Term. This Agreement shall be effective until the Option Proposal is
approved by a majority of the shareholders of the Company.
3. Binding Effect. This Agreement shall be binding upon the heirs,
administrators, trustees, beneficiaries, successors and assigns of the
Shareholders and shall be applicable to any shares of Common Stock now owned or
subsequently acquired by such Shareholders or their affiliates or their
associates ("affiliate" and "associate" having the same definition for these
purposes as under the Securities Exchange Act of 1934, as amended, and
regulations promulgated thereunder); however, shares sold or transferred by the
Shareholders in public market transactions shall no longer be deemed owned by
the Shareholders and no longer deemed subject to this Agreement.
4. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Nevada, without reference to
principles regarding conflicts of laws.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the Effective Date.
SIMON TRANSPORTATION SERVICES INC.,
a Nevada corporation
By:_________________________________
Printed Name:_______________________
Title:______________________________
_____________________________________ ____________________________________
Richard D. Simon, an individual JERRY MOYES, an individual
_____________________________________ THE JERRY AND VICKIE MOYES FAMILY
Kelle A. Simon, an individual TRUST DATED 12/11/87
_____________________________________ By:_________________________________
Lyn Simon, an individual Name: Jerry Moyes
Title: Trustee
_____________________________________ By:_________________________________
Sherry L. Simon Bokovoy, an individual Name: Vickie Moyes
Title: Trustee
_____________________________________ SME STEEL CONTRACTORS, INC.,
Richard D. Simon, Jr., an individual a Utah corporation
By:_________________________________
_____________________________________ Printed Name:_______________________
Alban B. Lang, an individual
Title:______________________________
MOYES CHILDREN'S LIMITED PARTNERSHIP
By:_________________________________
Name: Ronald Moyes
Title: General Partner
____________________________________
Earl H. Scudder, an individual
