Exhibit 10.1


 


SHARES PURCHASE AGREEMENT


 


THIS SHARES PURCHASE
AGREEMENT is made and entered into on August 11, 2015, by and between Preformed Line Products Company, an Ohio corporation (“Purchaser”),
and the trustee under the Irrevocable Trust Agreement Between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (“Seller”).


 


RECITALS


 


A.Purchaser’s
common shares, $2 par value, are traded on the NASDAQ National Market (the “NASDAQ”) under the symbol “PLPC”
and Purchaser is a reporting company under the Securities Exchange Act of 1934, as amended. As a result, financial and other material
business information about Purchaser is publicly available.


 


B.Seller is the trustee
of a trust established by a shareholder and director of Purchaser. The Business Advisors of the trust are Robert Ruhlman, the Chairman,
President, Chief Executive Officer, Board Member of Purchaser and a shareholder, and Randall Ruhlman, a shareholder of Purchaser.
The trust is the owner of 892,722 common shares of Purchaser;


 


C.Seller approached
Purchaser regarding Seller’s desire to sell 16,428 of Seller’s common shares to Purchaser (the “Shares”);


 


D.In response to
Seller’s inquiry, Purchaser after due consideration, including the review and approval of the proposed transaction by (i)
the Company’s Audit Committee of the Board of Directors (appointed as a special committee to review the proposed transaction),
which is comprised solely of independent directors, and (ii) the Board of Directors, expressed a desire to purchase the Shares,
under the terms and conditions hereinafter set forth:


 


Accordingly, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.


 


AGREEMENT


 


1.Purchase and
Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey
to Purchaser 16,428 common shares at a purchase price of $35.00 per share. Seller shall deliver the Shares via a
DWAC transfer to the Preformed Line Products account at Computershare. Purchaser shall pay Seller $574,980 (the “Purchase
Price”) for the Shares by the delivery of cash by wire transfer to Seller’s bank account or accounts. Seller has provided
Purchaser with written wire transfer instructions. The parties acknowledge and agree that the Purchase Price was negotiated in
good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser’s
historical trading prices on the NASDAQ.


 


2.Representations
and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:


 


(a)Purchaser has the requisite
power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid
and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited
by bankruptcy, moratorium or other laws relating generally to the enforcement of creditors’ rights.


 






     


     

    

 


(b)The execution, delivery and
performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive
of any court or governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute a default under
any agreement to which Purchaser is a party or by which it is bound.


 


3.Representations,
Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:





(a)Seller has the requisite power
and authority to execute, deliver and perform his obligations under this Agreement, having received written authorization to proceed
with the sale from the Business Advisors to the trust. This Agreement constitutes the valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.


 


(b)The execution, delivery and
performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive
of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement
to which Seller is a party or by which Seller is bound.


 


(c)Seller is the owner of the Shares
of the Purchaser being sold, assigned, bargained and conveyed pursuant hereto, free from any security interest, pledge, option,
equity, claim or other right or interest of any kind. Upon the sale to Purchaser, Purchaser will acquire the Shares being transferred,
free from any security interest, pledge, option, equity, claim or other right or interest of any kind.


 


(d)Seller has received and carefully
reviewed Purchaser’s filings with the Securities and Exchange Commission and Purchaser’s press releases posted on Purchaser’s
website (the filings and press releases, the “Purchaser Disclosure”) and has had full access to Purchaser’s other
directors and executives for purposes of discussion the Company’s condition, operations and plans. Seller acknowledges that
no oral representations have been made or information furnished to Seller or Seller’s representatives that are in any way
inconsistent with the Purchaser Disclosure. Seller confirms that no representations, warranties, or other agreements (whether express
or implied) have been made by Purchaser with respect to the transactions contemplated hereby, except for those representations,
warranties, and agreements that are specifically set forth in this Agreement.


 


(e)Seller, to the extent necessary,
shall, without additional consideration, take such additional or further actions and execute such other or further documents as
may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.


 




     


     

    

 


4.Miscellaneous.


 


(a)Governing Law. This Agreement
shall be construed in accordance with and governed by the laws of the State of Ohio.


 


(b)Amendment; Waiver. No
modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver
is in writing and signed on behalf of the parties hereto. 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.


 


(c)Construction. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Recitals are incorporated
by reference and made a part of this Agreement.


 


(d)Binding Agreement. Except
as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by Purchaser and Seller and
their respective successors and assigns. 


 


(e)Counterparts. This Agreement
may be executed in counterparts, each of which, when executed, will be an original and all of which taken together will constitute
one and the same agreement.


 


(f)Entire Agreement. This
Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.


 


IN WITNESS WHEREOF,
this Agreement has been executed on behalf of the parties on the date first written above.


  


 


SELLER


 


	/s/ Bernard L. Karr	 
	Bernard L. Karr, Trustee, under the Irrevocable	 
	Trust Agreement dated July 29, 2008.	 


 


PURCHASER


 


PREFORMED LINE PRODUCTS COMPANY


 


	By:	/s/ Eric R. Graef	 
	 	Eric R. Graef – Vice President – Finance