exv10w2



 





EXHIBIT 10.2




VOTING AGREEMENT




          This Voting Agreement (“Agreement”) is made and entered into as of December 10, 2007,
by and among JDS Uniphase Corporation, a Delaware corporation (“Parent”), Light Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and
the undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a
Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are
defined in Section 7 hereof and certain other capitalized terms used in this Agreement that are not
defined herein shall have the meaning given to such terms in the Merger Agreement (as defined
below).




RECITALS




          WHEREAS, Stockholder is the holder of record and the “beneficial owner” (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934) of certain common stock of the Company;




          WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Purchaser and
the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”)
which provides, upon the terms and subject to the conditions set forth therein, for the merger of
Purchaser with and into the Company (the “Merger”); and




          WHEREAS, as a condition and inducement to Parent’s willingness to enter into the Merger
Agreement, the Stockholder has agreed to execute and deliver this Agreement.




AGREEMENT




               NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, agree as
follows:




          1. Agreement to Vote Shares. Prior to the Termination Date, at every meeting of the
stockholders of the Company (or of the holders of any class of stock of the Company’s capital
stock) called with respect to any of the following, and at every adjournment or postponement
thereof, with respect to any of the following, the Stockholder shall vote with respect to the
Subject Securities: (a) in favor of adoption of the Merger Agreement and approval of the Merger
and the other actions contemplated by the Merger Agreement or would reasonably be expected to
facilitate the Merger Agreement, the Merger and the other actions and transactions contemplated by
the Merger Agreement, this Agreement or the Proxy (the “Merger Proposals”), (b) against any
Acquisition Proposal between the Company and any Person other than Parent or Purchaser and (c)
against any other action, agreement or proposal that could reasonably be expected to result in any
of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled
or which could reasonably be expected to otherwise impede, interfere with, delay,
postpone or materially adversely affect the Merger or the other transactions contemplated by
the Merger Agreement.




          2. Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder
agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the
“Proxy”), which is coupled with an interest and shall be irrevocable to the fullest extent
permitted by law, with




 









 







respect to the shares referred to therein, which Proxy shall remain in
effect until the Termination Date.




     3. Agreement to Retain Shares.



          (a) Restriction on Transfer. Except pursuant to the terms of the Merger Agreement or
otherwise provided in Section 3(c) of this Agreement, during the period from the date of this
Agreement through the Termination Date, the Stockholder shall not, directly or indirectly, cause or
permit any Transfer of any of the Subject Securities to be effected. Any Transfer of any Subject
Securities in violation of this Section 3 shall be void and have no force or effect.




          (b) Restriction on Transfer of Voting Rights. During the period from the date of this
Agreement through the Termination Date, the Stockholder shall not: (a) grant any proxy or power of
attorney, deposit any of the Subject Securities into a voting trust or enter into a voting
agreement or similar arrangement with respect to the Subject Securities except as provided in this
Agreement; or (b) take any other action that would make any representation or warranty of the
Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the
Stockholder from performing its obligations under this Agreement, the Merger Agreement and the
other documents contemplated hereby and thereby respectively.




          (c) Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Subject Securities by
the Stockholder upon the death of the Stockholder; provided, however, that a Transfer referred to
in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee (i)
agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by the
terms of this Agreement and refrain from any and all Transfers of the Subject Securities, and (ii)
delivers a Proxy to Parent in substantially the form of Exhibit A.




     4. Representations, Warranties and Covenants of Stockholder. The Stockholder hereby
represents and warrants to Parent as follows:



          (a) Due Authorization, Etc. All consents, approvals, authorizations, filings and orders
necessary for the execution and delivery by the Stockholder of this Agreement and the Proxy have
been obtained or made, and the Stockholder has legal capacity, power and authority to enter into
this Agreement and the Proxy. This Agreement and the Proxy have been duly and validly executed and
delivered by the Stockholder and constitute valid and binding agreements or instruments of the
Stockholder enforceable in accordance with their terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect
relating to creditors’ rights generally and subject to general principles of equity.




          (b) No Conflict. The execution and delivery of this Agreement and the Proxy by the
Stockholder do not, and the performance of this Agreement and the Proxy by the Stockholder
will not conflict with, violate or result in a breach of or constitute (with or without notice
or the passage of time) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under (i) the organizational documents of the
Stockholder, if any, (ii) any law, rule, regulation, order, decree or judgment applicable to the
Stockholder, the Subject Securities held by the Stockholder or any of the Stockholder’s other
properties or assets




 









 







or (iii) any contract, indenture, guarantee, lease, mortgage, license or other
agreement, instrument, obligation or undertaking of any kind to which Stockholder is a party or by
which the Stockholder or any of its properties or assets are bound.




          (c) Title to Securities. As of the date of this Agreement: (a) the Stockholder holds of
record the outstanding Company Common Stock set forth under the heading “Stock Held of Record” on
the signature page hereof; (b) the Stockholder holds the options and other rights to acquire shares
of Company Common Stock set forth under the heading “Options and Other Rights” on the signature
page hereof; (c) the Stockholder Owns the additional securities of the Company set forth under the
heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) the
Stockholder does not directly or indirectly Own any capital stock or other securities of the
Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise)
any capital stock or other securities of the Company, other than the stock and options, warrants
and other rights set forth on the signature page hereof. The Stockholder has voting power and
power to issue instructions with respect to the matters set forth herein, power of disposition,
power of conversion, power to demand appraisal rights and power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of the Subject Securities with no
limitations, qualifications or restrictions on such rights. Except as permitted by this Agreement
the Subject Securities are now and, at all times during the term hereof, the Subject Securities
will be, held by the Stockholder or by a nominee or custodian for the benefit of the Stockholder,
free and clear of all mortgages, claims, charges, liens, security interests, pledges or options,
proxies, voting trusts or agreements, understandings or arrangements or any other rights
whatsoever.




          (d) Community Property. The Stockholder either (i) is not, and will not be during the term of
this Agreement, subject to community property laws or (ii) has delivered a Community Property
Waiver in the form of Exhibit B hereto with respect to each person who has or who may
acquire community property rights in any of the Subject Securities.




          (e) Reliance by Parent. The Stockholder understands and acknowledges that Parent is entering
into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this
Agreement.




          (f) Stop Transfer. The Stockholder hereby agrees and covenants that it will not request that
the Company register the transfer of any certificate or uncertificated interest representing any of
the Subject Securities, unless such transfer is made in compliance with this Agreement. In the
event of a stock dividend or distribution, or any change in the Company Common Stock by reason of
any stock dividend, split-up, recapitalization, combination, exchange of stock or the like other
than pursuant to the Merger, the term “Subject Securities” will be deemed to refer to and include
the Company Common Stock as well as all such stock dividends and distributions and any stock into
which or for which any or all of the Subject
Securities may be changed or exchanged and appropriate adjustments shall be made to the terms
and provisions of this Agreement.




     5. Further Assurances. From time to time and without additional consideration, the
Stockholder shall (at the Stockholder’s sole expense) execute and deliver, or cause to be executed
and delivered, such additional transfers, assignments, endorsements, proxies, consents



 









 




and other
instruments, and shall (at the Stockholder’s sole expense) take such further actions, as Parent may
request for the purpose of carrying out and furthering the intent of this Agreement.




     6. Fiduciary Duties. This Agreement is intended to bind the Stockholder only in his, her or
its capacity as a stockholder of the Company and shall not prohibit the Stockholder from acting in
his, her or its capacity as an officer or director of the Company in the manner required by the
Stockholder’s fiduciary duties as an officer or director of the Company.



     7. Certain Definitions. For purposes of this Agreement,



          (a) “Company Common Stock” means the common stock, par value $0.01 per share, of the Company.




          (b) The Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if
the Stockholder is the “beneficial owner” of such security within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).




          (c) “Person” means any (i) individual, (ii) corporation, limited liability company,
partnership or other entity or (iii) Governmental Entity.




          (d) “Subject Securities” means: (i) all securities of the Company (including all Company
Common Stock and all options, warrants and other rights to acquire Company Common Stock) Owned by
the Stockholder as of the date of this Agreement, whether vested or unvested; and (ii) all
additional securities of the Company (including all additional Company Common Stock and all
additional options, warrants and other rights to acquire Company Common Stock), whether vested or
unvested, of which the Stockholder acquires Ownership (regardless of the method by which
Stockholders acquire Ownership) during the period from the date of this Agreement through the
Termination Date.




          (e) “Termination Date” means the earlier to occur of the date (i) the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement, (ii) the Merger
Agreement terminates in accordance with its terms or (iii) upon mutual written agreement of the
parties hereto to terminate this Agreement.




          (f) A Person shall be deemed to have effected a “Transfer” of a security if such Person
directly or indirectly: (i) sells, pledges, assigns, encumbers, transfers or disposes of, or grants
an option, contract or other arrangement or understanding with respect to such security or any
interest in such security to any Person other than Parent; (ii) consents to or enters into an
agreement or commitment contemplating the offer for sale or sale, pledge, assignment, encumbrance,
transfer or disposition of, or grant of an option, contract or other arrangement or understanding
with respect to, such security or any interest therein to any Person other than Parent or
Purchaser; (iii) reduces such Person’s beneficial ownership of, interest in or risk
relating to such security other than in connection with the Merger or (iv) offers to do any of
the foregoing.




     8. Miscellaneous.



 









 





          (a) Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of
the interests or obligations hereunder may be assigned or delegated by the Stockholder, and any
attempted or purported assignment or delegation of any of such interests or obligations shall be
void. Subject to the preceding sentence, this Agreement shall be binding upon the Stockholder and
the Stockholder’s heirs, estate, executors and personal representatives and the Stockholder’s
successors and assigns, and shall inure to the benefit of Parent and its successors and assigns.
Without limiting any of the restrictions set forth in Section 3(a) or elsewhere in this Agreement,
this Agreement shall be binding upon any Person to whom any Subject Securities are transferred.
Nothing in this Agreement is intended to confer on any Person (other than Parent and its successors
and assigns) any rights or remedies of any nature.




          (b) Specific Performance. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement or the Proxy were not performed in accordance with its
specific terms or were otherwise breached and in the event of any breach or threatened breach by
the Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, Parent
shall be entitled (in addition to any other remedy that may be available to it, including monetary
damages) to seek (a) a decree or order of specific performance to enforce the observance and
performance of such covenant or obligation, and (b) an injunction restraining such breach or
threatened breach.




          (c) Waiver; Remedies Cumulative. No failure on the part of Parent to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of Parent in exercising
any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such power, right,
privilege or remedy shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy. Parent shall not be deemed to have waived any claim available to
Parent arising out of this Agreement, or any power, right, privilege or remedy of Parent under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set
forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver
shall not be applicable or have any effect except in the specific instance in which it is given.
All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and
not exclusive of, any rights or remedies otherwise available.




          (d) Governing Law. This Agreement and all acts and transactions pursuant hereto and the
rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware without giving effect to principles of conflicts
or choice of law.




          (e) Counterparts. This Agreement may be executed in two or more counterparts (including by
facsimile), each of which shall be deemed an original and all of which together shall constitute
one instrument.




          (f) Entire Agreement. This Agreement and the Proxy constitute the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior agreements and
understandings between the parties with respect thereto. No addition to or modification of any
provision of this Agreement shall be binding upon any party unless made in writing and signed by
the party against whom enforcement is sought.




 









 








          (g) Notices. Any notice required or permitted by this Agreement shall be in writing and shall
be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail
as certified or registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party’s address or facsimile number as set
forth below, or as subsequently modified by written notice.




          (h) Severability. In the event that any provision of this Agreement or the application
thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or
unenforceable, the remainder of this Agreement will continue in full force and effect and the
application of such provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that
will achieve, to the extent possible, the economic, business and other purposes of such void or
unenforceable provision.




          (i) Waiver of Jury Trial. EACH OF PARENT, PURCHASER AND THE STOCKHOLDER HEREBY IRREVOCABLY
WAIVE AND COVENANT THAT THEY WILL NOT ASSERT THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT OR ACTION
RELATED HERETO OR THERETO.




          (j) Descriptive Heading. The descriptive headings used herein are for reference purposes only
and will not affect in any way the meaning or interpretation of this Agreement.




 









 








          The parties have caused this Agreement to be duly executed on the date first above written.




	 	 	 
	 

	 	PARENT:






	 	 	 	 	 
	 	 	JDS UNIPHASE CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Christopher S. Dewees
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher S. Dewees
	 

	 	Title:
	 	Senior Vice President, Corporate

	 

	 	Development and Chief Legal Officer






	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	JDS Uniphase Corporation
	 

	 	430 North McCarthy Boulevard
	 

	 	Milpitas, CA 95035
	 

	 	Attn: Office of the Chief Legal Officer
	 

	 	Facsimile: (408) 546-4350
	 
	 	 
	 

	 	PURCHASER:






	 	 	 	 	 
	 	 	LIGHT ACQUISITION CORP.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Christopher S. Dewees
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher S. Dewees
	 

	 	Title:
	 	President and Secretary






	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 

	 	JDS Uniphase Corporation
	 

	 	430 North McCarthy Boulevard
	 

	 	Milpitas, CA 95035
	 

	 	Attn: Office of the Chief Legal Officer
	 

	 	Facsimile: (408) 546-4350






[SIGNATURE PAGE TO VOTING AGREEMENT]




 









 








	 	 	 
	 

	 	STOCKHOLDER:






	 	 	 	 	 
	 

	 	Crane & Co., Inc.
	 

	 	 	 
	 
	 

	 	By:	 	/s/ Douglas A. Crane
	 

	 	 	 	 

	 

	 	Name:	 	Douglas A. Crane
	 

	 	Title	 	Vice President






	 	 	 
	 

	 	Address for notices:
	 
	 	 
	 
	 	Crane & Co., Inc.
	 

	 	 

	 
	 	30 South Street
	 

	 	  

	 
	 	Dalton, MA 01701
	 

	 	 







	 	 	 	 	 	 	 	 	 
	Company Common Stock 	 	 	 	 	 	Additional Securities
	Held of Record	 	Options and Other Rights	 	Beneficially Owned
	 
	3,387,720	 	0	 	0





 









 






EXHIBIT A




IRREVOCABLE PROXY




          The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics,
Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of
Christopher S. Dewees and David W. Vellequette, as the sole and exclusive attorneys and proxies of
the undersigned, with full power of substitution and resubstitution, to vote and exercise all
voting and related rights expressly provided herein (to the full extent that the undersigned is
entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record
by the Stockholder as of the date of this Proxy, which shares are specified on the final page of
this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may
acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)”
and “(ii)” of the immediately preceding sentence are collectively referred to as the
“Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given
by the undersigned with respect to any of the Shares are hereby revoked and the undersigned agrees
not to grant any subsequent proxies with respect to the Shares.




          This Proxy is irrevocable, is coupled with an interest and is granted pursuant to that certain
Voting Agreement of even date herewith, by and among JDS Uniphase Corporation, a Delaware
corporation (“Parent”), Light Acquisition Corp., a Delaware corporation
(“Purchaser”) and the Stockholder, and is granted in consideration of Parent entering into
that certain Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith,
by and among the Company, Parent and Purchaser. As used herein, the term “Termination
Date” means the earlier to occur of the date (i) the Merger shall become effective in
accordance with the terms and provisions of the Merger Agreement, (ii) the Merger Agreement
terminates in accordance with its terms, or (iii) upon mutual written agreement of the parties
hereto to terminate the Voting Agreement. Unless otherwise provided, other capitalized terms used
but not defined in this Agreement shall have the meaning given to such terms in the Merger
Agreement.




          Each of the attorneys and proxies named above is hereby authorized and empowered by the
undersigned, at any time prior to the Termination Date, to act as the undersigned’s attorney and
proxy to vote the Shares, and to exercise all voting and other rights of the undersigned with
respect to the Shares at every annual, special or adjourned meeting of the stockholders of the
Company: (a) in favor of adoption of the Merger Proposals (as defined in the Voting Agreement), (b)
against any Acquisition Proposal between the Company and any Person (as defined in the Voting
Agreement) other than Parent or Purchaser and (c) against any other action, agreement or proposal
that could reasonably be expected to result in any of the conditions to the consummation of the
Merger under the Merger Agreement not being fulfilled or which could reasonably be expected to
otherwise impede, interfere with, delay, postpone or materially adversely affect the Merger or the
other transactions contemplated by the Merger Agreement.




 









 








          This Proxy shall be binding upon the heirs, estate, executors, personal representatives,
successors and assigns of the Stockholder (including any transferee of any of the Shares).




Dated:
December 10, 2007




	 	 	 	 	 
	 	 	 	CRANE & CO., INC.
	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	By:	/s/ Douglas A. Crane
	 	 	 	 	 
	 	 	 	 	(Signature of Stockholder)
	 	 	 	 	 
	 	 	 	 	Crane & Co., Inc.

c/o Douglas A. Crane
	 	 	 	 	 
	 	 	 	 	(Print Name of Stockholder)
	 	 	 	 	 
	 	 	 	 	Number of common stock of the Company

owned of record as of the date of this Proxy:
	 	 	 	 	3,387,720
	 	 	 	 	 






 









 






EXHIBIT B




SPOUSAL CONSENT




The undersigned represents that the undersigned is the spouse of:




 





Name of Stockholder



and that the undersigned is familiar with the terms of the Voting Agreement (the
“Agreement”), entered into as of December ___, 2007 by and among JDS Uniphase Corporation,
a Delaware corporation, Light Acquisition Corp., a Delaware corporation, and the undersigned’s
spouse,                                         . The undersigned hereby agrees that the interest of the
undersigned’s spouse in all property which is the subject of such Agreement shall be irrevocably
bound by the terms of such Agreement and by any amendment, modification, waiver or termination
signed by the undersigned’s spouse. The undersigned further agrees that the undersigned’s community
property interest in all property which is the subject of such Agreement shall be irrevocably bound
by the terms of such Agreement, and that such Agreement shall be binding on the executors,
administrators, heirs and assigns of the undersigned. The undersigned further authorizes the
undersigned’s spouse to amend, modify or terminate such Agreement, or waive any rights thereunder,
and that each such amendment, modification, waiver or termination signed by the undersigned’s
spouse shall be binding on the community property interest of undersigned in all property which is
the subject of such Agreement and on the executors, administrators, heirs and assigns of the
undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or
termination.




Dated:



                                                            
Name: