VISHAY INTERTECHNOLOGY, INC. VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as of
July 31, 2001 between General Semiconductor, Inc., a Delaware corporation
("Company"), and the undersigned stockholder ("Stockholder") of Vishay
Intertechnology, Inc., a Delaware corporation ("Parent").
Recitals
A. Concurrently with the execution of this Agreement, Parent, Company,
and Vishay Acquisition Corp., Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), have entered into an Agreement
and Plan of Merger of even date herewith (the "Merger Agreement") which
provides for the merger (the "Merger") of Merger Sub with and into Company.
Pursuant to the Merger, shares of Common Stock of Company will be converted
into 0.563 shares of Common Stock of Parent ("Parent Stock") in the manner
set forth in the Merger Agreement.
B. The Stockholder is the record holder and/or beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of such number of shares of the outstanding Common
Stock and Class B Common Stock of Parent as is indicated on the final page
of this Agreement (collectively, the "Shares").
C. As a material inducement to enter into the Merger Agreement,
Company desires the Stockholder to agree, and the Stockholder is willing to
agree, not to transfer or otherwise dispose of any of the Shares, or any
other shares of capital stock of Parent acquired hereafter and prior to the
Expiration Date (as defined in Section 1.1 below), except as otherwise
permitted hereby, and to vote the Shares and any other such shares of
capital stock of Parent in favor of the Parent Stockholders Meetings
Proposals (as defined in the Merger Agreement.)
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, the parties agree as follows:
1. Agreement to Retain Shares.
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1.1 Transfer and Encumbrance. A Stockholder shall be deemed to
have effected a "Transfer" of a security if he or she directly or
indirectly: (i) sells, makes any short sales of, lends, hypothecates,
pledges, encumbers, enters into any type of equity swap or hedging of,
grants an option with respect to, transfers or disposes of such security or
any interest in such security; or (ii) enters into an agreement or
commitment providing for the sale of, making any short sale of, lending of,
pledge of, encumbrance of, equity swap or hedging of, grant of an option
with respect to, transfer of or disposition of such security or any
interest therein.
Stockholder agrees not to Transfer (except as may be specifically
required by court order or operation of law) the Shares or any New Shares
(as defined in Section 1.2 below), or to make any offer or agreement
relating thereto, at any time prior to the Expiration Date unless each
party to which such Shares or New Shares or any interest in any of such
Shares or New Shares is or may be transferred shall have (i) executed a
counterpart of this Voting Agreement and (ii) agreed to hold such Shares or
New Shares or interest in such Shares or New Shares subject to all of the
terms and provisions of this Agreement; provided, however, that in no event
will Stockholder Transfer the Shares or New Shares or make any offer or
agreement relating thereto if such Transfer would result in the conversion
of any Shares or New Shares from Class B Common Stock into Common Stock or
otherwise cause a diminution of the voting power represented by the shares
subject to this Agreement and the voting agreement of the contemplated
transferee. As used herein, the term "Expiration Date" shall mean the
earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger
Agreement and (ii) such date and time as the Merger Agreement shall be
terminated in accordance with its terms.
1.2 Additional Purchases. Stockholder agrees that any shares of
capital stock of Parent that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership (as such term is
defined in Rule 13d-3 under the Exchange Act) after the execution of this
Agreement and prior to the Expiration Date ("New Shares") shall be subject
to the terms and conditions of this Agreement to the same extent as if they
constituted Shares.
2. Agreement to Vote Shares. At every meeting of the stockholders of
Parent called with respect to, and at every adjournment thereof, and on
every action or approval by written consent of the stockholders of Parent
with respect to, approval of the Parent Stockholders Meeting Proposals,
Stockholder shall vote the Shares and any New Shares in favor of the Parent
Stockholders Meeting Proposals. Stockholder agrees not to take any actions
contrary to Stockholder's obligations under this Agreement.
3. Proxy. Stockholder hereby revokes all proxies with respect to the
Shares executed or granted on or prior to the date hereof and agrees from
and after the date of this Agreement not to grant any proxy, become party
to any voting trust or other agreement that grants any other person or
entity the right, directly or indirectly to vote the Shares or the New
Shares, in each case with respect to (i) the Parent Stockholder Meeting
Proposals, other than a proxy granted for the sole purpose of voting in
favor of such proposals or (ii) any other matter in respect of which any
action (x) which may be taken pursuant to such proxy, or (y) is required to
be taken pursuant to such voting trust or other agreement, is contrary to
the Stockholder's other obligations under this Agreement.
4. Representations, Warranties and Covenants of the Stockholder.
Stockholder hereby represents, warrants and covenants to Company that
Stockholder (i) is the beneficial owner of the Shares, which at the date
hereof and at all times up until the Expiration Date will be free and clear
of any liens, claims, options, charges or other encumbrances; (ii) does not
beneficially own any shares of capital stock of Parent other than the
Shares (excluding shares as to which Stockholder currently disclaims
beneficial ownership in accordance with applicable law); and (iii) has full
power and authority to make, enter into and carry out the terms of this
Agreement.
5. Termination. This Agreement shall terminate and shall have no
further force or effect as of the Expiration Date.
6. Miscellaneous.
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6.1 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.
6.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement
nor any of the rights, interests or obligations of the parties hereto may
be assigned by either of the parties without prior written consent of the
other.
6.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
6.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Company will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or
agreement of Stockholder set forth herein. Therefore, it is agreed that, in
addition to any other remedies that may be available to Company upon any
such violation, Company shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to Company at law or in equity and in any such case will not be
required to post a bond to obtain such remedy.
6.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) or overnight
courier (prepaid) to the respective parties as follows:
If to Company: General Semiconductor, Inc.
10 Melville Park Road
Melville, NY 11747-3113
Attention: Stephen B. Paige, Esq.
Facsimile: (631) 847-3033
With a copy to: Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
Attention: Lois Herzeca, Esq.
Facsimile: (212) 859-8587
If to Stockholder: Address provided on signature page hereto
With a copy to: Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
Attention: Abbe L. Dienstag, Esq.
Facsimile: (212) 715-8000
or to such other address as any party may have
furnished to the other in writing in accordance
herewith, except that notices of change of
address shall only be effective upon receipt.
6.6 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without giving effect to the conflicts of laws principles thereof.
6.7 Entire Agreement. This Agreement and the Merger Agreement
contain the entire understanding of the parties in respect of the subject
matter hereof, and supersede all prior negotiations and understandings
between the parties with respect to such subject matter.
6.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
6.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction of interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Voting Agreement
to be duly executed on the date and year first above written.
GENERAL SEMICONDUCTOR, INC.
By: /s/ Ronald A. Ostertag
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Name: Ronald A. Ostertag
Title: COB, CEO
STOCKHOLDER
/s/ Felix Zandman
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Name: Felix Zandman
Stockholder's Address for Notice:
50 Belmont Av.
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Bala-Cynwyd, PA, 19004
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U.S.A.
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Class B Common Stock Common Stock
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Number of Shares(1) 11,455,093 1,105
Beneficially Owned:
Number of Shares
Held of Record
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(1) Common Stock Beneficial Ownership does not include options to purchase
Common Stock held by Dr. Zandman. Class B Common Stock Beneficial
Ownership includes 8,639,260 shares of Class B Common Stock directly
owned by Dr. Zandman and 2,815,833 shares of Class B Common Stock held
in various trusts for the benefit of Mrs. Luella Slaner's children and
grandchildren, as to which Dr. Zandman is a trustee and has sole
voting power and Mr. Avi D. Eden is his successor in trust (together,
the "Trustee") under a Voting Trust Agreement among the Trustee, Mrs.
Slaner and certain stockholders (the "Voting Trust Agreement"). The
Voting Trust Agreement will remain in effect until the earlier of (x)
February 1, 2050 or (y) the death or resignation or inability to act
of the last of Dr. Zandman and Mr. Eden to serve as Trustee, but shall
terminate at any earlier time upon the due execution and
acknowledgement by the Trustee of a deed of termination, duly filed
with the registered office of Vishay Intertechnology, Inc.