Exhibit 9.1
Employee No.______
Voting Rights Agreement
This Agreement is entered into as of _____________________, between
Ho-Xxxxx Xxx ("Xxx") and the undersigned person ("Shareholder"), with respect to
all of the shares in DiCon Fiberoptics, Inc. ("Company") now or hereafter owned
by Shareholder ("Shares").
1. Voting of Shares
1.1 Voting. Xxx shall have the exclusive right and discretion to vote
all the Shares in person or by proxy at all shareholder meetings and in all
proceedings in which the vote or consent of shareholders may be required or
authorized. The voting rights granted to Xxx under this Paragraph shall be
deemed an irrevocable proxy under California General Corporation Law Section
705(e)(5) and shall continue in full force and effect until this Agreement is
terminated under Paragraph 7.
1.2 Proxy Materials. Shareholder hereby authorizes the Company to send
all proxy materials directly to Xxx, and Shareholder agrees to send all proxy
materials Shareholder receives to Xxx.
2. Legend on Share Certificates
Each certificate for Shares shall have conspicuously endorsed on it the
following words:
"The shares represented by this certificate are restricted by the
provisions of a Voting Rights Agreement between Shareholder and Ho-Xxxxx
Xxx. All provisions of the Voting Rights Agreement are incorporated by
reference in this certificate. A copy of the Agreement may be inspected
at the principal office of DiCon Fiberoptics, Inc."
3. Transferees
The provisions of this Agreement shall be effective against any
transferee of shares in the Company now or hereafter owned by Shareholder.
4. Other Activities of Xxx
Xxx may own shares in the Company and may serve the Company as an
officer or director or in any other capacity, and may receive compensation from
the Company for such services.
1
5. Replacement of Xxx
Xxx hereby authorizes the Company to appoint a successor to Xxx
hereunder in case of Xxx'x death, resignation, or inability to act.
6. Xxx'x Liability
Xxx shall not be liable for any error of judgment or mistake of fact or
law, or for any act or omission made in good faith in connection with his powers
under this Agreement, except for his willful misconduct or gross negligence.
7. Term of Agreement
This Agreement shall terminate upon any of the following:
7.1 Determination of Board. The determination of the Board of Directors
of the Company that this Agreement shall be terminated.
7.2 Public Offering. The consummation of a public offering for any of
the common stock of the Company registered under the Securities Act of 1933, as
amended, on XXX Xxxx X-0 or any successor form.
8. General Provisions
8.1 Successors. This Agreement shall inure to the benefit of the parties
hereto and their successors and assigns, and is binding upon the heirs,
successors, assigns, administrators, executors and other legal representatives
of the parties hereto.
8.2 Third-Party Beneficiary. The Company is a third-party beneficiary of
this Agreement and shall be entitled to enforce any of the provisions of this
Agreement against Shareholder.
8.3 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California without regard to California conflict
of law principles.
------------------------------- ----------------------------------------
Ho-Xxxxx Xxx (Signature of Shareholder)
----------------------------------------
(Print name of Shareholder)
2
