EXHIBIT (10)(a)
CHAMPION PARTS, INC.
2525 22nd Street
Oak Brook, IL 60521
September 20, 1993
RGPH Holding, Inc.
Mr. Raymond G. Perelman
1820 Rittenhouse Square
Philadelphia, Pennsylvania 19103
Gentlemen:
This letter, when signed by you, sets forth the terms of a binding Agreement
between Champion Parts, Inc., an Illinois corporation (the "Company"), and
Raymond G. Perelman ("Perelman") and RGPH Holding, Inc., a Delaware
corporation ("RGPH").
In consideration of the mutual covenants contained herein, the parties to this
Agreement hereby agree as follows:
1. This Agreement shall govern the election of directors of the Company at
the 1993 Annual Meeting of Shareholders and at each shareholders meeting
thereafter at which directors are to be elected or removed. Either party may
terminate this Agreement by so notifying the other party in writing, such
notice to be delivered not less than 90 days prior to the first shareholders
meeting (or, in the case of filling a vacancy on the board directors to the
extent permitted by applicable law, the first meeting of the board) at which
this Agreement is not to govern.
2. The Company's board of directors will consist of nine members. The 1993
Annual Meeting of Shareholders will be held as soon as practicable following
the execution of this Agreement. At the 1993 Annual Meeting the board's
nominees shall be:
Thomas Blashill ("Blashill")
Calvin A. Campbell, Jr. ("Campbell")
John Gross
Raymond Gross
Gary Hopmayer
Barry Katz ("Katz")
Edward Kipling
Raymond Perelman ("Perelman")
Donald Santucci.
If any of Perelman, Katz or Campbell is unable or unwilling to serve as a
director of the Company, then in filling the resulting vacancy or in selecting
replacement nominees, the following provisions shall govern:
(a) Campbell shall be replaced by a nominee selected by the board (other than
Perelman and Katz) and reasonably acceptable to Perelman; and
(b) Katz and/or Perelman shall be replaced by a nominee selected by Perelman
or his executor or administrator and reasonably acceptable to the board.
3. In an election of directors, to the extent that other persons vote Company
common shares, in person or by proxy, for nominees other than those referred
to, or selected in accordance with, paragraph 2 hereof, the Company will
cumulate the votes it may cast for (a) Katz before Campbell and (b) Campbell
before Blashill. The Company agrees that it will take such action to deter
the election of Charles P. Schwartz, Jr. ("Schwartz") to the board as may be
determined, in the business judgment of a majority of the board members, to be
in the Company's best interest, including (i) not selecting Schwartz as a
nominee for election as a director by shareholders, (ii) not casting any votes
held by the Company or its representatives by proxy or otherwise for Schwartz'
election as a director should he be nominated and (iii) not electing
Schwartz to fill any vacancy that may arise on the board.
4. Perelman and RGPH hereby grants to the Company the proxy to vote their
shares of the Company's common stock for the election of directors in
accordance with Paragraphs 2 and 3; provided, however, that Perelman and
RGPH retain the discretion to vote their shares of the Company's common
shares in favor or against any other matter which may come before the
Company's shareholders. Perelman will not, directly or indirectly, solicit
proxies, or participate in the solicitation of proxies, in opposition to the
nominees described in this Agreement or in favor of any alternative nominees
or propose that or encourage any other person to do so or to nominate any
person not set forth as a nominee in accordance with this Agreement and will
advise the Company promptly if Perelman learns of any person who intends to
conduct any of the foregoing activities.
5. The Company will solicit proxies to be voted for the election of the
nominees for director as described in this Agreement and will not, directly or
indirectly, solicit proxies, or participate in the solicitation of proxies, in
opposition to the nominees described in this Agreement or in favor of
alternative nominees or propose that or encourage any other person to do so or
to nominate any person not set forth as a nominee in accordance with this
Agreement and will advise Perelman promptly if the Company learns of any
person who intends to conduct any of the foregoing activities.
6. This Agreement shall terminate and be automatically null and void and
Perelman and Katz will immediately resign from the board, if RGPH and Perelman
cease to own beneficially collectively 182,763 or more of the Company's common
shares (adjusted for stock splits, stock dividends combinations of shares or
other recapitalizations affecting the common shares).
7. The Company will reimburse Perelman for legal fees incurred by him in
connection with the matters covered by this Agreement upon presentation to the
Company of reasonable documentation of such fees; provided, however, that
Perelman shall not be required to waive any attorney client privilege in
presenting such documentation and the Company shall not be required to
reimburse Perelman for an amount of legal fees in excess of the amount of
legal fees paid by the Company to Kirkland & Ellis for services in connection
with the matters covered by this Agreement.
8. Except as otherwise expressly set forth herein, this Agreement embodies
the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
9. All questions concerning the construction, validity and interpretation of
this Agreement will be governed by the internal law, and not the law of
conflicts, of Illinois.
If you are in agreement with the terms of this letter, please evidence your
agreement by signing and returning to the Company the enclosed copy of this
letter.
Very truly yours,
CHAMPION PARTS, INC.
By:
Donald G. Santucci,
Its President
Agreed to and accepted this
20 day of September, 1993.
Raymond G. Perelman
RGPH Holding, Inc.
By:
Its:
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