Calcomp Technology Inc – ‘10-K’ for 12/28/97 – EX-10.36

As of:  Friday, 4/10/98   ·   For:  12/28/97   ·   Accession #:  1017062-98-808   ·   File #:  0-16071

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K for 1997                                         54    333K 
 2: EX-10.31    Termination Agreement - Winfried Rohloff 11-25-97      3     15K 
 3: EX-10.32    Settlement Agreement - Harold Simeroth 1-28-98         2     17K 
 4: EX-10.33    Change of Control/Termination - James Bell 4-1-98      2     14K 
 5: EX-10.34    Patent License Between Co. & Kodak - 3-29-98          28     99K 
 6: EX-10.35    Warrant to Purchase Common Stock - Kodak 3-29-98      14     69K 
 7: EX-10.36    Agreement Re: Directors Lockheed & Kodak 3-29-98       2     12K 
 8: EX-10.37    Amendment No.1 Restated Revolving Credit Agreement     2±    12K 
 9: EX-10.38    First Amendment Cash Management Agreement 3-20-98      2±    12K 
10: EX-10.39    Calcomp Technology 1998 Management Incentive Plan      8     28K 
11: EX-10.40    Calcomp Technology 1998 Deferred Mgmt Incentive       16     49K 
                          Plan                                                   
12: EX-10.41    Amended and Restated Rights Waiver                     2±    10K 
13: EX-23       Consent - Independent Auditors                         1      8K 
14: EX-27       Art 5 for 1997 10-K                                    2      9K 

EX-10.36   —   Agreement Re: Directors Lockheed & Kodak 3-29-98

EX-10.36
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                                                                   EXHIBIT 10.36

AGREEMENT REGARDING ELECTION OF DIRECTORS 

   THIS AGREEMENT is dated as of the 29th day of March, 1998 and is by and
between LOCKHEED MARTIN CORPORATION, a Maryland corporation having a principal  
place of business at 6801 Rockledge Drive, Bethesda, Maryland 20817 ("Lockheed  
Martin") and EASTMAN KODAK COMPANY, a New York Jersey corporation having a      
principal place of business at 343 State Street, Rochester, New York 14650      
("Kodak").                                                                      

      WHEREAS, Calcomp Technology, Inc., a Delaware corporation and a subsidiary
of Lockheed Martin ("Calcomp"), and Kodak are entering into a certain agreements
regarding the joint development of certain inkjet technology and the            
cross-licensing of certain intellectual property (the "Kodak Agreements"); and  

WHEREAS, Lockheed Martin owns approximately 86.6% of the outstanding
common stock of Calcomp and has entered into certain agreements with Calcomp    
regarding the financing and management of Calcomp's business; and               

 WHEREAS, to induce Kodak to enter into the business transactions with
Calcomp, Lockheed Martin and Kodak wish to provide for representation by Kodak  
on Calcomp's Board of Directors;                                                

 NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereby agree as follows;                     

    1. The Lockheed Martin hereby agrees that it will vote all of its shares
of capital stock in Calcomp in favor of a senior executive of Kodak to be named 
from time to time by Kodak for a seat on the board of directors of Calcomp for  
the period that Kodak has a contractual right under the Kodak Agreements. At the
sole election of Kodak each year, Kodak shall have the right, exercisable by    
providing written notice to Lockheed Martin and Calcomp on or before the record 
date for the shareholders meeting to elect Calcomp directors, to waive its right
to have a seat on the board of directors of Calcomp for such year and, in lieu  
thereof, to appoint a senor executive of Kodak to serve as an observer to all   
Calcomp board of director meetings for such year.                               

     2. All notices and other communications hereunder shall be in writing and
shall be deemed given to the person upon receipt if delivered personally or sent
by registered, certified, or express mail, postage prepaid, or reputable courier
services, changes prepaid to such party's address:                              

If to Kodak to:                                                       

343 State Street                                          
Rochester, New York 14650                                 
Attention:  President, Kodak Professional                 

EX-10.36
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With a copy to:                                                 

343 State Street                                                
Rochester, New York 14650                                       
Attention:  General Counsel                                     

If to Lockheed Martin to:                                                 

6801 Rockledge Drive                                            
Bethesda, Maryland 20817                                        
Attention:  Senior Vice President and General Counsel           

If to Calcomp to:                                                         

2411 West LaPalma Avenue                                        
Anaheim, California 92803-3250                                  
Attention:  Corporate Secretary                                 

or to such other address as either of them may have designated for that purpose 
by such notice to the other.                                                    

3.  This Agreement shall not be assigned by any party without the prior   
written consent of the other parties, and any attempted assignment without such 
consent shall be void. This Agreement shall be binding on and inure to the      
benefit of the parties hereto, their successors and any permitted assigns.      

4.  This Agreement may be executed in several counterparts, each of which 
shall be deemed an original, but such counterparts shall together constitute one
and the same Agreement.                                                         

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.                                                   

                         EASTMAN KODAK COMPANY

                          /s/ Patrick T. Siewert
                                ----------------------------
                              Patrick T. Siewert
                              Vice President

                               LOCKHEED MARTIN CORPORATION

                        /s/ John E. Montague
                                ----------------------------
                           Name:  John E. Montague
                                   Title: Corporate Vice President
                                      Financial Strategies