Voting Trust Agreement

VOTING TRUST AGREEMENT


THIS VOTING TRUST AGREEMENT (this "Agreement") is made as of this 8th day of June, 1998, by and between James Sommers (the "Trustee"), and the stockholders listed on Exhibit A hereto (each a "Stockholder" and collectively, the "Stockholders"). The term "Stockholders" shall include any additional parties who may become parties hereto.


WITNESSETH:


WHEREAS, in order to engage in certain market-making activities and other principal transactions in the common stock, par value $.001 per share (the "Common Stock"), of Power-One, Inc., a Delaware corporation (the "Corporation"), without the need to deliver a prospectus under current law and regulations, it is necessary that Stephens Inc. not be deemed an "affiliate" of the Corporation under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act");


WHEREAS, the relationships among the Stockholders, Stephens Inc. and the Corporation may create an inference that such affiliation exists;


WHEREAS, the Stockholders believe it is in their best interests that Stephens Inc. engage in market- making activities and other principal transactions in the Common Stock;


WHEREAS, each Stockholder owns certain shares of Common Stock of the Corporation (the "Stock") set forth on Exhibit A hereto and believes it is in their best interests to enter into the Agreement so as to facilitate such activities by Stephens Inc.; and


WHEREAS, the Trustee desires to serve as trustee of the voting trust created hereby.


NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements set forth herein, the parties hereby agree as follows:


1. CREATION OF VOTING TRUST.


Subject to the terms and conditions hereof, a voting trust in respect of the Stock (the "Voting Trust") is hereby created and established in accordance with Section 218 of the Delaware General Corporation Law, and the Trustee hereby accepts the trust created hereby and agrees to serve as trustee hereunder. 2
2. DEPOSIT AND TRANSFER OF STOCK; VOTING TRUST
CERTIFICATES.


(a) DEPOSIT OF STOCK. Simultaneously with the execution and delivery of this Agreement, each Stockholder has duly and validly assigned and delivered to the Trustee all of the shares of Stock, represented by a certificate or certificates duly and validly endorsed in blank, and accompanied by instruments of transfer sufficient to enable the shares of Stock to be transferred to the name of the Trustee not in its individual capacity, but solely as Trustee.


(b) TRANSFER OF STOCK TO TRUSTEE. All certificates deposited with the Trustee pursuant to Section 2(a) hereof shall be surrendered to the Corporation for cancellation, and new certificates for the shares of Stock shall be issued in the name of the Trustee, as trustee under this Agreement.


(c) NO SALE OF STOCK BY TRUSTEE/PLEDGE OF STOCK BY STOCKHOLDER. The Trustee shall have no authority to sell or otherwise dispose of or encumber any of the Stock deposited pursuant to the provisions of this Agreement. Nothing herein shall prevent a Stockholder from encumbering the Stock owned by it and held under the Voting Trust. In the event a Stockholder desires to pledge any of its shares of the Stock the Stockholder shall direct the Trustee in writing, and the Trustee shall be obligated to cooperate reasonably with such Stockholder, including pledging and delivering or causing to be delivered a share certificate for shares of the Stock corresponding to the number of shares in the Voting Trust pledged by such Stockholder. The Trustee shall have no duty to follow the instructions or advice of any pledgee.


(d) VOTING TRUST CERTIFICATES. On receipt by the Trustee from the Corporation of a certificate or certificates, in the name of the Trustee, representing the Stock, the Trustee shall hold such certificate(s) subject to the terms of this Agreement, and thereupon shall issue and deliver to each Stockholder, voting trust certificates (each hereinafter referred to as a "Voting Trust Certificate" and together the "Voting Trust Certificates") for the Stock deposited hereunder by each Stockholder. The Voting Trust Certificates shall be in substantially the form of Exhibit B attached hereto and shall bear the following legend:


THIS VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.


(e) TRANSFER OF VOTING TRUST CERTIFICATES. The Voting Trust Certificates issued and delivered hereunder may not be transferred by the Stockholders.


-2- 3
(f) REPLACEMENT OF CERTIFICATES. If a Voting Trust Certificate shall become mutilated or be destroyed, stolen or lost, the Trustee, in its discretion, may issue a new Voting Trust Certificate of like tenor and denomination in exchange and substitution for and on cancellation of the mutilated Voting Trust Certificate, or in substitution of the Voting Trust Certificate so destroyed, stolen or lost. The applicant for a substitute Voting Trust Certificate shall furnish to the Trustee evidence of the destruction, theft or loss of the Voting Trust Certificate satisfactory to it in its discretion. The applicant shall also furnish indemnity satisfactory to the Trustee and to its agents.


3. CONCERNING THE TRUSTEE.


(a) VOTING AND OTHER ACTIONS BY TRUSTEE. During the term of this Agreement and so long as the Trustee shall hold shares of Stock pursuant to this Agreement:


(i) The Trustee shall vote the Stock deposited hereunder, or give written consents in lieu of voting thereon, in person or by proxy at any and all meetings of the shareholders of the Corporation, or when such consents are given in lieu of such meetings, for whatsoever purpose called or held, and in any and all proceedings, whether at a meeting of the shareholders or otherwise, wherein the vote or written consent of shareholders may be required or authorized by law;


(ii) The Trustee shall vote the Stock "for" and/or "against" any proposal or other matter submitted to the shareholders of the Corporation for approval, including the election of directors, in the same proportion as the votes cast "for" and "against" such proposal or other matter by all other shareholders, not counting abstentions, and the Trustee shall not abstain from voting any shares of the Stock;


(iii) No person other than the Trustee shall have any voting right in respect of the Stock;


(iv) The Stock shall be held by the Trustee for the benefit of the Stockholders subject to the terms of this Agreement, and the Stockholders shall retain the right to receive dividends and distributions with respect to the Stock as described in Section 4 hereof;


(v) The Trustee shall have no beneficial interest in the Stock, which interest shall reside with the Stockholders; and


(vi) Notwithstanding that the Trustee shall vote a substantial number of shares of the Common Stock of the Corporation, the Trustee shall have no duty or obligation to supervise, oversee, monitor, or in any other way manage or become involved in the day-to-day operations of the Corporation, and


-3- 4 such duties and obligations shall reside solely with the board of directors and officers of the Corporation.


(b) DELEGATION OF DUTIES. The duties, responsibilities and obligations of the Trustee shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Trustee shall not be subject to, nor required to comply with, any other agreement between or among any or all of the Stockholders or to which any Stockholder is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Stockholder or any entity acting on its behalf. The Trustee shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.


(c) COMPENSATION OF TRUSTEE. Stephens Inc. shall pay the Trustee an annual fee of $10,000.00, payable upon execution of this Agreement and thereafter on each anniversary date of this Agreement. The provisions of this Section 3(c) shall survive termination of this Agreement and the resignation or removal of the Trustee.


(d) EXPENSES OF TRUSTEE; INDEMNIFICATION. The Trustee is expressly authorized to incur and pay all reasonable charges and other expenses which it may deem necessary and proper in the performance of its duties under this Agreement, including the reasonable compensation and the expenses and disbursements of its agents and counsel. Stephens Inc. agrees to indemnify the Trustee and its agents against all claims, reasonable costs of defense of claims (including reasonable attorneys' fees and disbursements), expenses and liabilities incurred by the Trustee arising out of or in connection with the administration of the Voting Trust, including the reasonable costs and expenses of defense against any claim or liability in connection with the exercise or performance of its powers or duties hereunder, except in any case in which the Trustee acted with gross negligence, willful misconduct or bad faith. Stephens Inc. shall be responsible for and shall reimburse the Trustee upon demand for all expenses, disbursements and advances incurred or made by the Trustee in connection with this Agreement. The provisions of this Section 3(d) shall survive termination of this Agreement and the resignation or removal of the Trustee.


(e) LIABILITY OF TRUSTEE. The Trustee shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. The Trustee shall be free from liability in acting upon any paper, document or signature believed by it to be genuine and to have been signed by the proper party. The Trustee shall not be liable for any error in judgment or for any act taken or omitted to be taken, or for any mistake of fact or


-4- 5 law, or for anything for which it may do or refrain from doing in good faith, except that the Trustee shall be liable for its gross negligence, willful misconduct or bad faith.


(f) TERM. The Trustee shall serve as trustee hereunder during the entire term of this Agreement or until its earlier resignation or removal.


(g) RESIGNATION OF TRUSTEE. The Trustee may resign by giving thirty (30) days advance written notice of its resignation to the Stockholders.


(h) REMOVAL OF TRUSTEE. The Trustee shall be subject to removal by the affirmative vote of Stockholders owning a majority of the Stock held under this voting trust only if the Trustee (i) materially breaches the terms of this Voting Trust Agreement, (ii) is (if an individual) found to be incompetent, or (iii) becomes the subject of an order for relief on a proceeding under the federal bankruptcy laws or other similar laws.


(i) DEATH OF TRUSTEE. The rights and duties of the Trustee hereunder shall terminate on the death of an individual Trustee and no interest in any of the property owned or held by the Trustee nor any of the rights or duties of the Trustee may be transferred by will, devise, succession or in any manner except as provided in this Agreement. The heirs, administrators and executors of the Trustee shall, however, have the right to convey any property held by the Trustee to the successor Trustee.


(j) SUCCESSOR TRUSTEE. In the event of the resignation, removal or death of the Trustee, the Trustee shall be succeeded by a successor Trustee designated by Stephens Group, Inc. who shall not be a Stephens Party (as defined in Section 5(a)). Any successor Trustee shall succeed to all of the rights and obligations of the Trustee hereunder. The Trustee shall not be liable for the selection of a successor Trustee hereunder. Upon receipt of the identity of the successor Trustee, the Trustee shall either deliver the property then held hereunder to the successor Trustee, less Trustee's fees, costs and expenses or other obligations owed to the Trustee, or hold such property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid.


Upon delivery of the property to successor Trustee, the Trustee shall have no further duties, responsibilities or obligations hereunder.


4. RIGHTS AND DUTIES OF STOCKHOLDERS.


(a) CASH DIVIDENDS. The Stockholders shall be entitled to receive from time to time payments equal to the amount of cash dividends, if any, collected or received by the Trustee with respect to the shares of Stock in proportion to their respective interests in the Voting Trust. These payments shall be made as


-5- 6 soon as practicable after the receipt of the dividends at the risk and expense of the Stockholder.


(b) SHARE DIVIDENDS. If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d).


(c) OTHER DISTRIBUTIONS TO STOCKHOLDERS. If at any time during the continuation of this Agreement the Trustee shall receive or collect any moneys through a distribution by the Corporation to its shareholders, other than in payment of cash dividends, or shall receive any property (other than shares of capital stock of the Corporation) through a distribution by the Corporation to its shareholders, the Trustee shall promptly distribute such money or other property to the Stockholders, in proportion to their respective interests, registered at the close of business on the record date determined pursuant to the provisions of Section 4(d).


(d) RECORD DATE FOR DISTRIBUTIONS. The date fixed by the Board of Directors of the Corporation for closing the transfer books of the Corporation shall constitute the record date for the determination of the Stockholders entitled to receive the payment or distribution of dividends or the distribution of rights.


(e) ACQUISITION OF ADDITIONAL SHARES. At such time as a Stockholder acquires additional shares of stock of the Corporation, other than pursuant to Section 4(b), or disposes of shares of stock of the Corporation, such Stockholder sh ...