Exhibit 10.1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of March 20, 2005 (this "Agreement"), among the
shareholders listed on the signature page(s) hereto (collectively, the
"Shareholders" and each individually, a "Shareholder"), Pinnacle Systems, Inc.,
a California corporation (the "Company") and Avid Technology, Inc., a Delaware
corporation (the "Buyer").
Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to them in the Merger
Agreement referred to below.
WHEREAS, as of the date hereof, the Shareholders own of record and beneficially
the shares of capital stock of the Company set forth on Schedule I hereto (such
shares, or any other voting or equity of securities of the Company hereafter
acquired by any Shareholder prior to the termination of this Agreement, being
referred to herein collectively as the "Shares");
WHEREAS, concurrently with the execution of this Agreement, the Buyer and the
Company are entering into an Agreement and Plan of Merger, dated as of the date
hereof (the "Merger Agreement"), pursuant to which, upon the terms and subject
to the conditions thereof, a subsidiary of the Buyer will be merged with and
into the Company, and the Company will be the surviving corporation (the
"Merger"); and
WHEREAS, as a condition to the willingness of the Buyer to enter into the Merger
Agreement, the Buyer has required that the Shareholders agree, and in order to
induce the Buyer to enter into the Merger Agreement the Shareholders are
willing, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree, severally and not jointly, as follows:
SECTION 1.
VOTING OF SHARES.
(A)
EACH SHAREHOLDER COVENANTS AND AGREES THAT
UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF, AT
THE COMPANY SHAREHOLDERS MEETING OR ANY OTHER MEETING OF THE SHAREHOLDERS OF THE
COMPANY, HOWEVER CALLED, AND IN ANY ACTION BY WRITTEN CONSENT OF THE
SHAREHOLDERS OF THE COMPANY, SUCH SHAREHOLDER WILL VOTE, OR CAUSE TO BE VOTED,
ALL OF SUCH SHAREHOLDER'S RESPECTIVE SHARES (A) IN FAVOR OF THE APPROVAL OF THE
PRINCIPAL TERMS OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT, AS THE
MERGER AGREEMENT MAY BE MODIFIED OR AMENDED FROM TIME TO TIME IN A MANNER NOT
ADVERSE TO THE SHAREHOLDERS, AND (B) AGAINST ANY OTHER ACQUISITION PROPOSAL OR
ALTERNATIVE TRANSACTION.
(B)
EACH SHAREHOLDER HEREBY IRREVOCABLY GRANTS
TO, AND APPOINTS, THE BUYER, AND ANY INDIVIDUAL DESIGNATED IN WRITING BY IT, AND
EACH OF THEM INDIVIDUALLY, AS HIS OR HER PROXY AND ATTORNEY-IN-FACT (WITH FULL
POWER OF SUBSTITUTION), FOR AND IN HIS OR HER NAME, PLACE AND STEAD, TO VOTE
SUCH SHAREHOLDER'S SHARES AT ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY
CALLED WITH RESPECT TO ANY OF THE MATTERS SPECIFIED IN, AND IN ACCORDANCE AND
CONSISTENT WITH, THIS SECTION 1.
EACH SHAREHOLDER UNDERSTANDS AND ACKNOWLEDGES
THAT THE BUYER IS ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THE
SHAREHOLDER'S EXECUTION AND DELIVERY OF THIS AGREEMENT.
EACH SHAREHOLDER