Exhibit 10.1


 


VOTING AND IRREVOCABLE PROXY AGREEMENT


 


THIS VOTING
AND IRREVOCABLE PROXY AGREEMENT (this “Voting
Agreement”) is made and entered into as of November 8, 2007 between
AAR Manufacturing, Inc., an Illinois corporation (“AAR”), and the
undersigned shareholder (“Shareholder”)
of Summa Technology, Inc., an Alabama corporation (“Summa”). 


 


RECITALS


 


A.                                   Concurrently
with the execution of this Voting Agreement, AAR and Summa are entering into an
Agreement and Plan of Merger (the “Merger
Agreement”), which provides for the merger of a wholly-owned
subsidiary of AAR with and into Summa, with Summa being the surviving entity
(the “Merger”).


 


B.                                     As
a condition and inducement to AAR’s willingness to enter into the Merger
Agreement, Shareholder and AAR are entering into this Voting Agreement to
provide for the voting of Shareholder’s shares of capital stock of Summa, on
the terms and subject to the conditions set forth in this Voting Agreement.


 


AGREEMENT


 


In
consideration of the premises and the covenants and agreements contained in
this Voting Agreement and the Merger Agreement and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties to this Voting Agreement agree as follows:


 


ARTICLE I

AGREEMENT TO RETAIN SHARES


 


Section 1.1                                   Transfer and Encumbrance.  Shareholder agrees not to
transfer, sell, exchange, pledge or otherwise dispose of or encumber any and
all shares of capital stock of Summa (a) owned of record by Shareholder or
(b) beneficially held by Shareholder, as of the date first written above (collectively,
the “Shares”), or any New
Shares (as defined in Section 1.2 below), except (i) transfers by
will or by operation of law, in which case this Agreement shall bind the transferee,
and (ii) transfers in connection with estate and tax planning purposes,
including transfers to relatives, trusts and charitable organizations, subject
to the transferee agreeing in writing to be bound by the terms of this
Agreement. Shareholder further agrees not to make any offer or agreement relating
to either the Shares or any New Shares, at any time prior to the Expiration
Date.  As used in this Voting Agreement,
the term “Expiration Date”
means the earlier to occur of (a) the Effective Time (as defined in the
Merger Agreement) and (b) termination of the Merger Agreement in
accordance with Section 11.1 thereof.


 


Section 1.2                                   New Shares.  Shareholder
agrees that the terms and conditions of this Voting Agreement shall apply to,
and Shareholder agrees to be bound by the terms and conditions of this Voting
Agreement with respect to, Shareholder’s interest in (a) the Shares and (b) any
and all shares of capital stock of Summa (i) that Shareholder purchases or
acquires, or 


 

















 


(ii) with respect to
which Shareholder otherwise acquires beneficial ownership (the “New Shares”),
in each case after the date first written above and prior to the Expiration
Date.


 


ARTICLE II

AGREEMENT TO VOTE SHARES


 


Section 2.1                                   Agreement
to Vote. 
Until the Expiration Date, at every meeting of the shareholders of Summa
called with respect to any of the following, and on every action or written
consent of the shareholders of Summa with respect to any of the following, Shareholder
agrees to vote the Shares and any New Shares (a) in favor of approval of
the Merger, the Merger Agreement and the transactions contemplated by the
Merger Agreement, and any matter that could reasonably be expected to
facilitate the Merger, (b) against approval of any proposal made in
opposition to or competition with consummation of the Merger, (c) against
any merger, consolidation, sale of assets, reorganization or recapitalization,
with any party other than with AAR or any of its affiliates, and (d) against
any liquidation or winding up of Summa (each of Sections 2.1(b), 2.1(c) and
2.1(d), an “Opposing Proposal”).
 Shareholder further agrees that, prior
to the Expiration Date, Shareholder will not, directly or indirectly, solicit
or encourage any offer from any party concerning the possible disposition of
all or any substantial portion of Summa’s business, assets or capital stock;
provided, however, that the foregoing limitation shall not restrict Eyvinne C.
Lee, Trustee of Shareholder, in his capacity as a director of Summa, from
discharging his fiduciary duties in a manner consistent with the terms of the
Merger Agreement.


 


ARTICLE III

APPOINTMENT OF PROXY


 


Section 3.1                                   Appointment
of Proxy.  To secure Shareholder’s
obligation to vote Shareholder’s Shares and any New Shares in accordance with
the provisions of Section 2.1 of this Voting Agreement, Shareholder does
hereby irrevocably constitute and appoint AAR, or any nominee of AAR, with full
power of substitution, from the date of this Voting Agreement until the Expiration
Date, as its true and lawful proxy, for and in its name, place and stead,
including the right to sign its name (as a shareholder) to any consent,
certificate or other document relating to Summa that applicable law may permit
or require, to cause the Shares and any New Shares to be voted in the manner
contemplated by Section 2.1 of this Voting Agreement.  Shareholder hereby revokes all other proxies
and powers of attorney with respect to the Shares or any New Shares that Shareholder
may have appointed or granted, and Shareholder will not give a subsequent proxy
or power of attorney (and if given, any such subsequent proxy or power of
attorney will not be effective) or enter into any other voting agreement with
respect to the Shares or any New Shares prior to the Expiration Date, in each
case with respect to the matters contemplated by Section 2.1 of this
Voting Agreement.  AAR agrees that it
will not exercise its right to act as Shareholder’s proxy unless and until AAR
has requested that Shareholder vote the Shares and any New Shares in the manner
contemplated by Section 2.1 of this Voting Agreement and Shareholder has
failed to do so. 


 


THE VOTING
ARRANGEMENT IN THIS VOTING AGREEMENT IS IRREVO-CABLE UNTIL THE EXPIRATION DATE.
 THE PROXIES AND POWERS GRANTED BY SHAREHOLDER
PURSUANT TO THIS SECTION 3.1 ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO
SECURE THE PERFORMANCE OF SHAREHOLDER’S 


 


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DUTIES UNDER
THIS VOTING AGREEMENT, AND TO FACILITATE THE PURCHASE OF THE SHARES AND ANY NEW
SHARES AS CONTEMPLATED BY THE MERGER AGREEMENT. 


 


ARTICLE IV

NO PROXY SOLICITATIONS


 


Section 4.1                                   No
Proxy Solicitations.  Shareholder
will not, and will not permit any entity under such Shareholder’s control to, (a) solicit
proxies or become a “participant” in a “solicitation,” as such terms are defined
in Regulation 14A under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”),
with respect to an Opposing Proposal or otherwise encourage or assist any party
in taking or planning any action that would compete with, restrain or otherwise
serve to interfere with or inhibit the timely consummation of the Merger in
accordance with the terms of the Merger Agreement, (b) initiate a shareholder’s
vote or action by consent of Summa’s shareholders with respect to an Opposing
Proposal, or (c) become a member of a “group” (as such term is used in Section 13(d) of
the Exchange Act) with respect to any voting securities of Summa in furtherance
of an Opposing Proposal; provided, however, that the foregoing limitation shall
not restrict Eyvinne C. Lee, Trustee of Shareholder, in his capacity as a
director of Summa, from discharging his fiduciary duties in a manner consistent
with the terms of the Merger Agreement.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER


 


Shareholder
represents and warrants to AAR as follows:


 


Section 5.1                                   Ownership
of Shares.  Except as set forth
in Exhibit A, Shareholder is the sole record and beneficial owner
and holder of the Shares, all of which are listed on Exhibit A, and
will be the sole record and beneficial owner and holder of any New Shares.  Except as set forth in Exhibit A,
the Shares and any New Shares are, as of the date of this Voting Agreement, and
at all times through the Expiration Date will be, free and clear of any liens,
claims, options, charges, security interests, equities, options, warrants,
rights to purchase (including, without limitation, restrictions on rights of
disposition other than those imposed by applicable securities laws), third-party
rights of any nature or other encumbrances, except as provided for in this
Voting Agreement or the Merger Agreement.


 


Section 5.2                                   Status.  Shareholder has been fully involved with the
negotiations between AAR and Summa with respect to the Merger and is a
sophisticated investor aware of and familiar with Summa’s business affairs and
financial condition, and has acquired sufficient information with respect to
the Merger and the Merger Agreement to reach a knowledgeable and informed
decision to enter into this Voting Agreement.  Shareholder has independently concluded in Shareholder’s
capacity as an individual shareholder of Summa that it is in Shareholder’s best
interest to execute, deliver and perform Shareholder’s obligations under this
Voting Agreement. Shareholder represents and acknowledges that Shareholder has
had the opportunity to seek and obtain the advice of legal counsel with respect
to this Voting Agreement.


 


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Section 5.3                                   Authority.  Shareholder has full power, authority and
legal capacity to make, enter into and carry out the terms of this Voting
Agreement and has duly executed and delivered this Voting Agreement.  This Voting Agreement constitutes a valid and
binding obligation of Shareholder.


 


Section 5.4                                   Voting
Power.  Shareholder represents
that, except as set forth on Exhibit A, Shareholder has sole and
unrestricted voting power with respect to such Shares.


 


ARTICLE VI

TERMINATION


 


Section 6.1                                   Termination.  This Voting Agreement will terminate and will
have no further force or effect as of the Expiration Date.


 


ARTICLE VII

NO LIABILITY FOR VOTING DECISIONS


 


Section 7.1                                   No
Liability.  Shareholder
acknowledges and agrees that AAR and its directors and officers shall not be
liable to Shareholder with respect to or in connection with any and all voting
decision(s) made in accordance with this Voting Agreement during the term of
this Voting Agreement.


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.1                                   Entire Agreement. 
This Voting Agreement contains the entire understanding of the parties
in respect of the subject matter hereof, and supersedes all prior negotiations
and understandings between the parties with respect to such subject matter.


 


Section 8.2                                   Binding Effect and Assignment.  This
Voting Agreement and all of the provisions hereof will be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.  Neither this Voting
Agreement nor any of the rights, interests or obligations of the parties hereto
may be assigned by any of the parties without prior written consent of the
others, except that AAR may assign its rights and obligations under this Voting
Agreement in a manner consistent with Section 12.3 of the Merger Agreement.


 


Section 8.3                                   Amendments and Modification.  This
Voting Agreement may not be modified, amended, altered or supplemented except
upon the execution and delivery of a written agreement executed by the parties
to this Voting Agreement.


 


Section 8.4                                   Governing Law. 
This Voting Agreement will be governed by, construed and enforced in
accordance with, the internal laws of the State of Alabama as such laws are applied
to contracts entered into and to be performed entirely within the State of
Alabama.


 


Section 8.5                                   Specific Performance; Injunctive Relief.  Shareholder
acknowledges that AAR would be irreparably harmed by, and there would be no
adequate remedy at law for, a violation of any of the covenants or agreements
of Shareholder contained in this Voting Agreement.  Therefore, it is agreed that, in addition to
any other remedies that may be available 


 


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to AAR upon any such
violation, AAR will have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available at law
or in equity.


 


Section 8.6                                   Severability. 
If any term, provision, covenant or restriction of this Voting 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 Voting Agreement will remain in full force and effect and
will in no way be affected, impaired or invalidated.


 


Section 8.7                                   Delays or Omissions.  No
waiver by any party of any right, power, default, misrepresentation or breach under
this Voting Agreement, whether intentional or not, will be deemed to extend to
any prior or subsequent right, power, default, misrepresentation or breach
under this Voting Agreement.  Any waiver,
permit, consent or approval of any kind or character on the part of any party of
any breach or default under this Voting Agreement, or any waiver on the part of
any party of any provisions or conditions of this Voting Agreement, must be in
writing and will be effective only to the extent specifically set forth in such
writing.


 


Section 8.8                                   Enforcement Fees and Costs.  In
the event legal action is required to be taken or commenced by AAR against Shareholder
for the enforcement of any of the covenants, terms or conditions of this Voting
Agreement, Shareholder will be liable for all reasonable attorneys’ fees and
costs incurred by AAR in connection with such legal action, provided that AAR
is the prevailing party in the legal action. 
If the Shareholder prevails in such legal action, AAR shall pay and be
liable for all reasonable attorneys’ fees and costs incurred by Shareholder in
connection with such legal action.


 


Section 8.9                                   Counterparts; Delivery by Facsimile.  This Voting Agreement
may be executed in several counterparts, each of which will be an original, but
all of which together will constitute one and the same agreement.  The parties agree and acknowledge that
delivery of a facsimile, photo or other electronic signature copy will
constitute execution by such signatory.


 


 


[Remainder Of This Page Intentionally
Left Blank.  Signature Page Follows.]


 


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The parties
have executed this Voting Agreement on the date first above written.


 


	
   

  	
  AAR MANUFACTURING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDER

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Eyvinne C. Lee, as Trustee of Eyvinne

  
	
   

  	
  Lee Charitable Remainder Trust

  



 


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EXHIBIT A


 


	
  Number
  of Shares

  	
   

  	
  Capacity Held

  (If not held directly)

  	
   

  	
  Lien Exceptions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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