Plan Of Complete Liquidation & Dissolution

EXHIBIT 10.36


PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF
CALCOMP TECHNOLOGY, INC.


This Plan of Complete Liquidation and Dissolution (the "PLAN") is intended to accomplish the complete liquidation and dissolution of CalComp Technology, Inc., a Delaware corporation (the "COMPANY"), in accordance with Section 275 and other applicable provisions of the General Corporation Law of Delaware ("DGCL") and Sections 331 and 336 (or Sections 332 and 337, as appropriate) of the Internal Revenue Code of 1986, as amended (the "CODE").


1. Approval and Adoption of Plan


This Plan shall be effective when all of the following steps have been completed:


(a) Resolutions of the Company's Board of Directors. The Company's Board of Directors shall have adopted a resolution or resolutions with respect to the following:


(i) Complete Liquidation and Dissolution: The Board of Directors
shall determine that it is deemed advisable for the Company to be
liquidated completely and dissolved.


(ii) Adoption of the Plan of Liquidation and Dissolution: The Board
of Directors shall approve this Plan as the appropriate means for
carrying out the complete liquidation and dissolution of the Company.


(iii) Sale of Assets: The Board of Directors shall determine that, as
part of the Plan of Liquidation and Dissolution, it is deemed expedient
and in the best interests of the Company to sell all or substantially
all of the Company's assets in order to facilitate liquidation and
distribution to the Company's creditors and stockholders, as
appropriate.


(b) Adoption of This Plan by the Company's Preferred and Common Stockholders. The holders of a majority of the outstanding shares of the Company's Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "PREFERRED STOCK") and the holders of a majority of the outstanding shares of common stock of the Company, par value $0.01 per share (the "COMMON STOCK"), entitled to vote shall have adopted this Plan, including the dissolution of the Company and those provisions authorizing the Board of Directors to sell all or substantially all of the Company's assets, by written consent or at a special meeting of the stockholders of the Company called for such purpose by the Board of Directors.


2. Dissolution and Liquidation Period


Once the Plan of Liquidation and Dissolution is effective, the steps set forth below shall be completed at such times as the Board of Directors, in its absolute discretion, deems necessary, appropriate or advisable. Without limiting the generality of the foregoing, the Board of Directors may instruct the officers of the Company to delay the taking of any of the following steps until the Company has performed such actions as the Board or such officers determine to be necessary, appropriate or advisable for the Company to maximize the value of the Company's assets upon liquidation; provided that such steps may not be delayed longer than is permitted by applicable law.


(a) The filing of a Certificate of Dissolution of the Company (the "CERTIFICATE OF DISSOLUTION") pursuant to Section 275 of the DGCL specifying the date (no later than ninety (90) days after the filing) upon which the Certificate of Dissolution will become effective (the "EFFECTIVE DATE"), and the completion of all actions that may be necessary, appropriate or desirable to dissolve and terminate the corporate existence of the Company;


(b) The cessation of all of the Company's business activities and the withdrawal of the Company from any jurisdiction in which it is qualified to do business, except and insofar as necessary for the sale of its assets and for the proper winding up of the Company pursuant to Section 278 of the DGCL;


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(c) The negotiation and consummation of sales of all of the assets and properties of the Company, including the assumption by the purchaser or purchasers of any or all liabilities of the Company, insofar as the Board of Directors of the Company deems such sales to be necessary, appropriate or advisable;


(d) The distribution of the remaining funds of the Company and the distribution of remaining unsold assets of the Company, if any, to its stockholders pursuant to Sections 4, 7 and 8 below.


If the Board determines to follow the procedures described in Section 280 of the DGCL, then the additional steps set forth below shall, to the extent necessary or appropriate, be taken:


(a) The giving of notice of the dissolution to all persons having a claim against the Company and the rejection of any such claims in accordance with Section 280 of the DGCL;


(b) The offering of security to any claimant on a contract whose claim is contingent, conditional or unmatured in an amount the Company determines is sufficient to provide compensation to the claimant if the claim matures, and the petitioning of the Delaware Court of Chancery to determine the amount and form of security sufficient to provide compensation to any such claimant who has rejected such offer in accordance with Section 280 of the DGCL;


(c) The petitioning of the Delaware Court of Chancery to determine the ...