VOTING AGREEMENT
This Voting Agreement (this "Agreement") is made as of January 3rd,
1997 by and between Town & Country Corporation, a Massachusetts corporation (the
"Company"), and C. William Carey (the "Shareholder").
WHEREAS, the Company and Carey are parties to that certain Termination
and Settlement Agreement of even date herewith (the "Termination Agreement")
between the Shareholder and the Company;
WHEREAS, in connection with the Termination Agreement, the
Shareholder's employment as Chief Executive Officer of the Company has
terminated and the Shareholder has resigned as Chairman of the Board and as a
Director of the Company;
WHEREAS, the Shareholder owns of record 2,519,787 shares of the
Company's Class B Common Stock;
WHEREAS, the Shareholder desires to promote his interests and the
interests of the Company's other shareholders by agreeing to certain terms and
conditions for voting the shares of the Company's Class B Common Stock owned of
record by him in a manner which may promote stability in the Company's Board of
Directors and in the management and operation of the Company during a period of
management transition without impairing his right to vote, in his sole
discretion, on all other matters on which the holders of shares of the Company's
Class B Common
Stock are entitled to vote; and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company that the Company enter into this
Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Shares Subject to Agreement. The Shareholder agrees to hold all of
his Shares (as defined below) subject to, and to vote the Shares in accordance
with, the provisions of this Agreement. As used in this Agreement, the "Shares"
shall mean any shares of Class B Common Stock of the Company held by the
Shareholder and which the Shareholder has the sole power and authority to vote
as of the date of this Agreement.
2. Voting for Board of Directors. In any subsequent election of
directors of the Company in which a director or a slate of directors is
nominated for election by the Board of Directors of the Company, the election of
which nominee or nominees would not result in a majority of the Board of
Directors being directly or indirectly affiliated with or otherwise representing
the interests of a Control Group of Shareholders (as hereinafter defined), the
Shareholder agrees to vote the Shares in accordance with the Majority of Other
Shares Procedure described below.
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As used herein, the "Majority of Other Shares Procedure" shall be as
follows:
(i) At any meeting of the shareholders of Class A Common Stock
and Class B Common Stock of the Company, the Company shall
cause one preliminary calculation (each, a "Preliminary
Calculation") to be made on behalf of the Shareholder not less
than 5 minutes after the commencement of voting upon each
proposal to elect a nominee or nominees to the Board of
Directors of the Company, the election of which nominee or
nominees would not result in a majority of the Board of
Directors being directly or indirectly affiliated with or
otherwise representing the interests of a Control Group of
Shareholders (each, a "Proposal") to be voted on at such
meeting by holders of shares of Class A Common Stock and Class
B Common Stock of the Company, in order to determine the
manner in which the shares of Class A Common Stock of the
Company voted at such meeting, including the shares of Class A
Common Stock owned by the Shareholder (collectively, the
"Class A Shares"), have been voted on each Proposal; and
(ii) Upon completing the Preliminary Calculation and
determining the percentage of the Class A Shares that were
voted for or against each Proposal, the Shareholder shall vote
the same percentage of the Shares for and against the Proposal
as the percentage of Class A Shares in the Preliminary
Calculation that were voted for an against the Proposal; for
such purpose, the percentage of the
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Class A Shares that were voted for or against a Proposal shall
be calculated based upon the number of Class A Shares that are
present (in person or by proxy) and voting at the meeting of
the shareholders.
The parties agree that only the Shareholder's right to cast votes in
elections of directors meeting the qualifications described above shall be
affected by this Agreement, and that the Shareholder's right to cast votes with
respect to any other matter shall not be affected in any way, directly or
indirectly, by this Agreement. For example, the Shareholder may, in his sole
discretion and without regard to the Majority of Other Shares Procedure, vote
for, vote against or abstain from voting for any nominee for director whose
election would result in a majority of the Board of Directors being directly or
indirectly affiliated with or otherwise representing the interests of a Control
Group of Shareholders, or for any transaction or other matter submitted to the
holders of Class A Common Stock and Class B Common Stock for their approval. As
used herein, a "Control Group of Shareholders" shall mean one or more persons or
entities who, individually or in the aggregate, own of record or beneficially
20% or more of any class of the Company's capital stock or who, individually or
in the aggregate, have the power, directly and indirectly, to vote 20% or more
of the combined voting power of all classes of the Company's stock entitled to
vote for election of the Company's directors.
3. Termination. Unless earlier terminated by a written agreement
between the Company and the Shareholder, this Agreement shall terminate upon the
first to occur of (i) February 28, 2001, (ii) the adjudication by a court of
competent jurisdiction that the Company is
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bankrupt or insolvent, or (iii) the dissolution or liquidation of the Company.
4. Successors in Interest; Transferability of Shares. The provisions of
this Agreement shall not be binding upon any third party transferee or assignee
of the Shares for value without the written consent of the Shareholder. Nothing
contained in this Agreement shall affect the Shareholder's ability to sell,
assign or otherwise transfer the Shares to any unrelated party for value, free
from the voting restrictions set forth herein.
5. Notices. The Company and the Shareholder expressly agree that any
notices to be given hereunder shall be in writing and shall be sent by U.S.
Registered or Certified Mail, Return Receipt Requested, or via a delivery
service providing evidence of delivery, addressed to the parties at their
addresses set forth below, or at such other address as either may designate by
notice as aforesaid.
Address for Town & Country:
Town & Country Corporation
25 Union Street
Chelsea, MA 02150
Attn: Chairman of the Board
With a copy to:
Goodwin, Procter & Hoar
Exchange Place
53 State Street
Boston, MA 02109
Attn: Richard E. Floor, Esq.
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Address for Shareholder:
C. William Carey
20 Rowes Wharf, PH 8
Boston, MA 02110
With a copy to:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Attn: Stanford N. Goldman, Jr., Esq.
6. Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any holder of any Shares upon any breach or default
under this Agreement shall impair any such right, power or remedy of such
holder, nor shall it be construed to be a waiver of any such breach of default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, consent or approval on the part of any holder of any breach or default
under this Agreement, or any waiver on the part of any holder of any provisions
or conditions of this Agreement, must be in writing and shall be effective only
to the extent specifically set forth in such writing or as provided in this
Agreement. All remedies, either under this Agreement or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one and
the same agreement.
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8. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without giving
effect to the conflict of law principles thereof.
9. Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties regarding the subject matter
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first written above.
TOWN & COUNTRY CORPORATION
By: /S/ William Schawbel
___________________________
Name: William Schawbel
Title: Interim President
SHAREHOLDER
/s/ C. William Carey
________________________________________
C. William Carey
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