Order Regarding Special Meeting of Shareholders – Herrick Foundation v. Tecumseh Products Company

Summary

This court order, resulting from an agreement between Herrick Foundation and Tecumseh Products Company, requires Tecumseh to hold a special meeting of its Class B voting shareholders on November 21, 2008, to consider removing two directors and electing replacements if necessary. Tecumseh must provide shareholder information to Herrick Foundation and use Corporate Election Services as the inspector of election. The court will maintain jurisdiction and pause other proceedings until after the meeting.

EX-10.1 2 k34863exv10w1.txt EX-10.1 Exhibit 10.1 STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF LENAWEE HERRICK FOUNDATION, Plaintiff, (STAMP) Case No. 08-3015-CZ v. TECUMSEH PRODUCTS COMPANY Defendant. Hon Timothy P. Pickard HONIGMAN MILLER SCHWARTZ AND COHN LLP LUCAS LAW, PC By: Robert M. Jackson (P40723) By: Frederick Lucas (P29074) Jill L. Marr (P67725) Counsel for Plaintiff Counsel for Plaintiff 7577 US Highway 12 2290 First National Building Onsted, Michigan 49265 660 Woodward Avenue ###-###-#### Detroit, Michigan 48226 ###-###-#### MILLER, CANFIELD, PADDOCK AND STONE, WEIL, GOTSHAL & MANGES LLP P.L.C. By: Todd A. Holleman (P57699) By: Richard L. Levine (pro hac vice) Counsel for Defendant Deborah A. Maher (pro hac vice) 150 West Jefferson, Suite 2500 Co-Counsel for Defendant Detroit, Michigan 48226 767 Fifth Avenue ###-###-#### New York, New York 10153 ###-###-#### ORDER REGARDING A SPECIAL MEETING OF SHAREHOLDERS At a session of said Court held in the Lenawee County Courthouse, Lenawee, Michigan on _______________________________________ PRESENT: HONORABLE _____________________________________________________________ CIRCUIT COURT JUDGE As a result of the hearing held on Friday, July 18, 2008 and the agreement reached between the parties on that date, IT IS HEREBY ORDERED that: 1. Defendant shall timely call and hold a special meeting of voting shareholders (Class B) on November 21, 2008 at 10:00 a.m. in Ann Arbor, Michigan. 2. The record date shall be October 17, 2008. 3. The purpose of the meeting shall be to consider the removal of Peter Banks and David Risley as Directors and, to the extent that removal is approved, the election of Directors to fill the vacancies created by the removal. This Order shall not affect the right of Tecumseh's Board of Directors to add proposals at the special meeting in accordance with the bylaws of Tecumseh. 4. Within seven (7) days after the entry of this Order, Defendant shall deliver to Plaintiff or its designee electronic copies of all Tecumseh shareholder lists and files that Tecumseh owns or has in its possession, including, without limitation, the non objecting beneficial owners (NOBO) file, a certified registered shareholder list, all Depository Trust Company (DTC) participant listings, any transfer sheets or logs that Tecumseh's transfer agent has, all respondent bank lists and, to the extent they exist, the Canadian equivalents of the DTC list, called a CDS list, any Canadian NOBO files, and any other related materials concerning the record and beneficial ownership of shareholders, and shall supplement those materials with similar shareholder information obtained in connection with the special meeting as of the special meeting's record date at any time before the special meeting. Tecumseh shall have no affirmative obligation to obtain any of this information after the record date. 5. Defendant's advance notice bylaw shall not apply to the Herrick Foundation as to the special meeting. Prior to October 22, 2008, Plaintiff shall deliver to Defendant the information required under the rules of the Securities and Exchange Commission concerning Plaintiff's proposed nominees for Director. 2 6. The Inspector of election for the meeting shall be Corporate Election Services. 7. The Court retains jurisdiction of this case and the remaining portions of this action are stayed until after the November 21, 2008 special meeting of voting shareholders, after which time this Court will conduct a pretrial conference (unless this action is resolved by the parties before that time). IT IS SO ORDERED. /s/ Timothy P. Pickard ---------------------------------------- CIRCUIT COURT JUDGE 8-11-08 3