STANDSTILL AGREEMENT
This STANDSTILL AGREEMENT (the "Agreement") dated as of May 19, 2000
by and between FiberCore, Inc., a Nevada corporation ("FiberCore") and Tyco
Electronics Corporation, a Pennsylvania corporation ("TEC").
WITNESSETH:
WHEREAS, FiberCore and TEC are entering into various transactions in
accordance with the terms of a Term Sheet agreement of even date herewith (the
"Term Sheet"); and
WHEREAS, one of the transactions to be completed by FiberCore and
TEC pursuant to the Term Sheet is the termination of the Voting Agreement of
November 27, 1996 by and among FiberCore, TEC (formerly known as AMP
Incorporated) and other key shareholders of FiberCore (the "Voting Agreement")
in favor of a new agreement between FiberCore and TEC in the form of a
standstill agreement; and
WHEREAS, FiberCore and TEC desire to formally reduce to writing such
standstill agreement in terms that are fully agreed to by both parties.
NOW, THEREFORE, in consideration of the premises, the promises of
the parties as set forth below, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1) Pursuant to Section 5 of the Term Sheet and effective as of May 19,
2000, the Voting Agreement will terminate and have no continuing force
or effect.
2) TEC will not participate in a "partnership, limited partnership, syndicate
or group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
common stock of FiberCore, or deposit any such stock of FiberCore into any
voting trust or similar arrangement, or subject it to any voting
agreement.
3) TEC will not directly or indirectly solicit proxies or written consents of
stockholders with respect to the common stock of FiberCore under any
circumstances, or make, or in any way participate in, directly or
indirectly, any "solicitation" of "proxies" to vote any shares of the
common stock of FiberCore in any "election contest" with respect to
FiberCore (as such terms are defined in Rule 14a-1 under the Exchange
Act).
4) TEC will not directly or indirectly attempt to call, or to request the
call of, a special meeting of stockholders, or circulate a written consent
of the stockholders, for the purpose of electing or removing any member of
the Board of Directors of FiberCore or to approve or disapprove any
merger, acquisition, sale of capital stock, sale of assets, dividend,
dissolution, liquidation, reorganization or recapitalization of FiberCore.
5) TEC will not directly or indirectly commence or announce any intention to
commence any tender offer for any shares of common stock of FiberCore,
although TEC may tender its shares of FiberCore common stock in any offer
made by a party that is not an Affiliate (as defined below) and is not a
party to a private placement with TEC involving FiberCore common stock.
For purposes of this Agreement, "Affiliate" means any person or entity
that directly or indirectly controls, is controlled by or is under common
control with TEC. The term "control" shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the
management and policies of a person or entity, whether through the
ownership of voting stock, by contract, or otherwise.
6) TEC will not directly or indirectly solicit, request or encourage
stockholders of FiberCore to vote against any nominee for director
proposed by the Board of Directors of FiberCore and will not propose its
own nominee in opposition to the nominees of the FiberCore Board. TEC will
vote all of its shares of FiberCore common stock in favor of FiberCore
management nominees to the Board of Directors who are reasonably
acceptable to TEC, and in connection therewith, agrees that, absent any
unusual circumstances, Messrs. Aslami, DeLuca, Phillips and Armin-Arsala
are acceptable nominees and Mr. Hassan is not an acceptable nominee.
7) TEC will not, either alone or by assisting any other person or entity,
attempt to exercise control over the management or policies of FiberCore.
8) Notwithstanding the foregoing, TEC may take any action prohibited by
Sections (2) through (7) above if, prior thereto, it is approved, at a
meeting or by written consent, by either the board of directors of
FiberCore or the affirmative vote of the stockholders other than TEC who
own at least 66 2/3% of the outstanding voting stock of FiberCore that is
not owned by TEC, provided that such approval is not obtained in a manner
that itself violates the terms of this Agreement.
9) This Agreement shall continue in full force and effect from the date
hereof through the earliest of the following dates, on which it shall
terminate:
a) May 19, 2002;
b) the date as of which FiberCore and TEC terminate this Agreement by
mutual written consent; or
c) the date as of which TEC no longer holds any shares of the common
stock of FiberCore.
10) In the event either party has reason to believe the other party has or
intends, directly or indirectly, to violate the terms of this Agreement,
the party shall be entitled to a temporary restraining order, preliminary
injunction and/or an injunction or other equitable relief necessary or
appropriate to prevent any further violation and/or to restore the party
to the position it would have been in had the violation not occurred, it
being agreed that the parties would not be fully compensated for any
violation of this Agreement by monetary damages. The party seeking
equitable relief shall not be required to post any bond to obtain such
equitable remedies.
11) The enforcement of this Agreement shall be governed by, and this Agreement
shall be construed in accordance with, the laws of the Commonwealth of
Pennsylvania.
12) Any amendment or waiver of the Agreement must be in writing and executed
by authorized representatives of both parties.
13) If any provision of this Agreement is held to be invalid or unenforceable,
the validity and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.
14) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, but may not be assigned by
either party without the prior written consent of the other party.
15) This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together shall
constitute one and the same agreement.
16) In the event that any suit or action is instituted to enforce any
provision in this Agreement, the prevailing party shall be entitled to all
reasonable out-of-pocket costs and expenses of maintaining such suit or
action, including but not limited to reasonable attorneys' fees.
17) This Agreement represents the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and
supercedes all prior agreements and understandings, either written or
oral, including but not limited to the Voting Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
ATTEST: FIBERCORE, INC.
By: /s/ Charles DeLuca By: /s/ Mohd A. Aslami
--------------------------------- -----------------------------------
Secretary Mohd A. Aslami
Chairman, President and
Chief Executive Officer
ATTEST: TYCO ELECTRONICS CORPORATION
By: /s/ David F. Henschel By: /s/ Edward Federman
--------------------------------- -----------------------------------
Secretary Edward Federman
Executive Vice President and
Chief Executive Officer
Accepted and Agreed As to Section 1 of this Agreement, intending to be legally
bound thereby:
Remaining Key Shareholders: /s/ Mohd A. Aslami
----------------------------
Mohd A. Aslami
/s/ Charles DeLuca
----------------------------
Charles DeLuca
