VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is executed on October 5, 2004 but
effective as of October 1, 2004, among NL Industries, Inc., a New Jersey
corporation ("NL"), TIMET Finance Management Company, a Delaware corporation
("TFMC" and together with NL, the "Stockholders"), and CompX Group, Inc., a
Delaware corporation ("CGI"). Unless otherwise provided in this Agreement,
certain capitalized terms used herein are defined in Section 8.
Recitals
The parties hereto desire to enter into this Agreement to establish a
mechanism to elect as a director of CGI one person designated in writing by
TFMC.
Agreement
In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows.
Section 1. Voting for Directorship. NL agrees to vote all of its CGI
Shares, and will take all other necessary or desirable actions within its
control, to elect as a director of CGI one person designated in writing by TFMC.
The parties agree that the initial person designated by TFMC to be elected a
director of CGI is J. Landis Martin. If in the future more than one person holds
TFMC's CGI Shares, such persons must jointly agree on one designee that they
desire to have NL elect as a director of CGI and notify NL in writing of such
designee before NL is obligated to elect such designee under this section.
Section 2. Size of Board of Directors; Governing Instruments. The
Stockholders hereby agree (a) that the board of directors shall be comprised of
five (5) persons as directors, and each Stockholder shall take or cause to be
taken all action to require that the certificate of incorporation and bylaws of
CGI shall so provide and (b) to ensure at all times that the certificate of
incorporation and bylaws of CGI are not at any time inconsistent with the
provisions of this Agreement.
Section 3. Impairment. NL agrees that it will not vote or otherwise consent
or take action with respect to its CGI Shares to amend CGI's certificate of
incorporation or bylaws in a manner that would affect the voting rights of CGI's
stockholders.
Section 4. Transfer of Shares. NL agrees that the agreement relating to the
voting of its CGI Shares evidenced by this Agreement shall encumber such shares,
and that any permitted successor, assignee, or transferee shall take such shares
subject to this Agreement. In addition, each party agrees to cause any permitted
successor, assignee, or transferee of such party to become a party to this
Agreement.
Section 5. Term. Unless earlier terminated by agreement of the parties,
this Agreement shall remain in effect for as long as TFMC or its permitted
successors, assigns and transferees hold CGI Shares.
Section 6. Legend. Each certificate evidencing NL's CGI Shares and each
certificate issued in exchange for or upon the transfer of such CGI Shares (if
such shares remain subject to the terms of this Agreement after such transfer)
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT ("AGREEMENT") DATED AS OF OCTOBER 1, 2004 AMONG THE ISSUER
OF SUCH SECURITIES (THE "ISSUER") AND THE ISSUER'S SECURITY HOLDERS. A
COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER
TO THE HOLDER HEREOF UPON WRITTEN REQUEST.
The legend set forth above shall be removed from the certificates evidencing CGI
Shares that cease to be subject to the terms of this Agreement or the
termination of this Agreement.
Section 7. Specific Performance. NL agrees that the remedy at law for any
breach by it of this Agreement will be inadequate and that, in addition to any
other remedies TFMC might have, TFMC shall be entitled, without the necessity of
proving actual damages, to specific performance and injunctive relief to prevent
the breach of any provisions of this Agreement.
Section 8. Definitions.
"Common Stock" means CGI's common stock, par value $0.01 per share.
"Stockholder" means any stockholder of CGI who is subject to the terms of
this Agreement.
"CGI Shares" means any Common Stock and any other voting securities of CGI
acquired by any Stockholder. As to any particular shares constituting CGI
Shares, such shares will cease to be subject to this Agreement if and when they
have been acquired by CGI.
Section 9. Miscellaneous.
(a) Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement will be
effective against a Stockholder, unless such modification, amendment or waiver
is approved in writing by such Stockholder. The failure of any party to enforce
any of the provisions of this Agreement will in no way be construed as a waiver
of such provisions and will not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
(b) Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) Entire Agreement. This Agreement contains the entire understanding
among the parties with respect to the transactions contemplated hereby and
supersedes all other agreements and understandings among the parties with
respect to the subject matter of this Agreement.
(d) Successors and Assigns. Except as otherwise provided herein, this
Agreement will bind and inure to the benefit of and be enforceable by CGI and
its successors and assigns, and the Stockholders and any subsequent holders of
CGI Shares, and the respective successors and assigns of each of them, so long
as they hold CGI Shares.
(e) Counterparts. This Agreement may be executed in counterparts each of
which will be an original and all of which taken together shall constitute one
and the same agreement.
(f) Notice. All notices and other communications that are required to be or
may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person or transmitted by confirmed
telecopy or upon receipt after dispatch by overnight courier or by certified or
registered mail, postage prepaid, to the party to whom the notice is given.
Notices shall be given to the address for the respective party appearing under
the party's signature to this Agreement or to such other address as such party
may designate by giving notice of such change of address to the other parties to
this Agreement.
(g) Applicable Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the state of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
state of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the state of Delaware.
(h) Headings. The sections and other headings contained in this Agreement
are for reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
The parties hereto have caused this Agreement to be executed by their duly
authorized officers on October 5, 2004 but effective as of October 1, 2004.
NL INDUSTRIES, INC.
By: /s/ Robert D. Graham
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Robert D. Graham, Vice President,
General Counsel and Secretary
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
FAX: 972.448.1445
Attention: General Counsel
TIMET FINANCE MANAGEMENT COMPANY
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell, Vice President
Address: 103 Foulk Road, Suite 101
Wilmington, Delaware 19803
FAX: 972.448.1445
Attention: General Counsel
COMPX GROUP, INC.
By: /s/ Robert D. Graham
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Robert D. Graham, Vice President,
General Counsel and Secretary
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
FAX: 972.448.1445
Attention: General Counsel