EXHIBIT 10.36
AGREEMENT REGARDING ELECTION OF DIRECTORS
THIS AGREEMENT is dated as of the 29th day of March, 1998 and is by and
between LOCKHEED XXXXXX CORPORATION, a Maryland corporation having a principal
place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Lockheed
Xxxxxx") and XXXXXXX KODAK COMPANY, a New York Jersey corporation having a
principal place of business at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
("Kodak").
WHEREAS, Calcomp Technology, Inc., a Delaware corporation and a subsidiary
of Lockheed Xxxxxx ("Calcomp"), and Kodak are entering into a certain agreements
regarding the joint development of certain inkjet technology and the
cross-licensing of certain intellectual property (the "Kodak Agreements"); and
WHEREAS, Lockheed Xxxxxx owns approximately 86.6% of the outstanding
common stock of Calcomp and has entered into certain agreements with Calcomp
regarding the financing and management of Calcomp's business; and
WHEREAS, to induce Kodak to enter into the business transactions with
Calcomp, Lockheed Xxxxxx and Kodak wish to provide for representation by Kodak
on Calcomp's Board of Directors;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereby agree as follows;
1. The Lockheed Xxxxxx hereby agrees that it will vote all of its shares
of capital stock in Calcomp in favor of a senior executive of Kodak to be named
from time to time by Kodak for a seat on the board of directors of Calcomp for
the period that Kodak has a contractual right under the Kodak Agreements. At the
sole election of Kodak each year, Kodak shall have the right, exercisable by
providing written notice to Lockheed Xxxxxx and Calcomp on or before the record
date for the shareholders meeting to elect Calcomp directors, to waive its right
to have a seat on the board of directors of Calcomp for such year and, in lieu
thereof, to appoint a senor executive of Kodak to serve as an observer to all
Calcomp board of director meetings for such year.
2. All notices and other communications hereunder shall be in writing and
shall be deemed given to the person upon receipt if delivered personally or sent
by registered, certified, or express mail, postage prepaid, or reputable courier
services, changes prepaid to such party's address:
If to Kodak to:
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: President, Kodak Professional
-2-
With a copy to:
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
If to Lockheed Xxxxxx to:
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Senior Vice President and General Counsel
If to Calcomp to:
0000 Xxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Corporate Secretary
or to such other address as either of them may have designated for that purpose
by such notice to the other.
3. This Agreement shall not be assigned by any party without the prior
written consent of the other parties, and any attempted assignment without such
consent shall be void. This Agreement shall be binding on and inure to the
benefit of the parties hereto, their successors and any permitted assigns.
4. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but such counterparts shall together constitute one
and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
XXXXXXX KODAK COMPANY
/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Vice President
LOCKHEED XXXXXX CORPORATION
/s/ Xxxx X. Xxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Corporate Vice President
Financial Strategies
