EX-10 2 exhibitswimagreement.htm FORM 8K SWIM AGREEMENT

Exhibit 10.1
AGREEMENT

This Agreement, dated as of March 23, 2006, is entered into by and among Smith & Williamson Investment
Management Limited ("SWIM") and Smith & Williamson Nominees Limited ("SWIM Nominees" and, collectively with SWIM,
the "SWIM Entities"), Elcom International, Inc., a Delaware corporation (the "Company"), and Robert J. Crowell
("Crowell"), John E. Halnen ("Halnen"), William W. Smith ("Smith"), John W. Ortiz ("Ortiz") and Richard J.
Harries, Jr. ("Harries"), each of whom is a director of the Company. Messrs. Crowell, Halnen, Smith, Ortiz and
Harries are sometimes referred to in this Agreement individually as, a "Director" and collectively as, the
"Directors."

WHEREAS, the SWIM Entities sent a letter, dated March 6, 2006, to Mr. Crowell, in his capacity as
Chairman of the Board of Directors of the Company (the "Request Letter"), in which the SWIM Entities requested,
pursuant to Article III, Section 2 of the By-laws of the Company, that the Board of Directors of the Company call
a special meeting of the stockholders of the Company for the purposes of, among other things, removing each of
Messrs. Crowell, Smith and Ortiz as directors of the Company and electing each of Sean P. Lewis, an individual
with an address at 10 Hazelwood Heights, Oxted, Surrey RH8 0QQ United Kingdom ("Lewis"), Elliot Bance, an
individual with an address at 10b Queens Park Road, Caterham, Surrey CR3 5RB United Kingdom ("Bance"), and Justin
Dignam, an individual with an address at 1407 N. Batavia Street, Suite 104, Orange, California 92867 ("Dignam"),
as directors of the Company to fill the vacancies resulting from such removals;

WHEREAS, in accordance with the By-laws of the Company, the Board of Directors of the Company, at a
meeting on March 13, 2006, called a special meeting of the stockholders of the Company (the "Special Meeting")
for the purposes set forth in the Request Letter, to be held on May 19, 2006;

WHEREAS, the SWIM Entities have filed a Schedule 13-D representing that they beneficially own
254,209,142 shares of common stock, $0.01 par value per share, of the Company (the "Common Stock"), representing
approximately 63.6% of the currently outstanding Common Stock, and have indicated their intention to vote "for"
the approval of each of the proposals described in the Request Letter to be considered by the stockholders of the
Company at the Special Meeting; and

WHEREAS, in light of the voting interest represented by the shares of Common Stock beneficially owned by
the SWIM Entities, the SWIM Entities' indicated intention to vote "for" the approval of each of the proposals to
be considered at the Special Meeting, and to preclude any additional uncertainty and minimize the efforts and
resources that the Company would be required to expend in preparing for and holding the Special Meeting, the
parties hereto desire to provide for a more orderly transition of certain of the members constituting the Board
of Directors of the Company and rescind the calling of the Special Meeting in the manner set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Initial Appointment of New Director. The Board of Directors of the Company will hold a meeting on the
date of this Agreement at which meeting each of the Directors hereby agrees to vote in favor of a resolution
appointing Mr. Lewis as a Class II director of the Company effective as of the end of the day on March 23, 2006,
to fill one of the existing vacancies in the Board of Directors, and to serve until his successor is duly elected
and qualified or until his earlier resignation, death or removal.

2. Resignation and Appointment of Directors.

(a) Subject to the terms and conditions of this Agreement, effective as of April 21, 2006, each of Messrs.
Crowell, Smith, Ortiz and Harries, by their respective individual signatures below, hereby resigns as a Director
of the Company.

(b) Subject to and upon the effectiveness of the resignations of each of Messrs. Crowell, Smith, Ortiz and
Harries pursuant to Section 2(a) above, the Board of Directors of the Company (which shall at that time be
comprised of Mr. Halnen and Mr. Lewis) will hold a meeting at which Mr. Halnen hereby agrees to vote in favor of
a resolution appointing Messrs. Bance and Dignam as directors of the Company, subject to confirmation of their
qualification to serve as directors of a U.S. public company, each to fill one of the vacancies in the Board of
Directors, and each to serve until his successor is duly elected and qualified or until his earlier resignation,
death or removal.

(c) Subject to and upon the effectiveness of the resignation of Mr. Crowell pursuant to
Section 2(a) above and upon receipt by the Company of a release agreement duly executed by Mr. Crowell consistent
with Section 6.2(b) of Mr. Crowell's Employment Agreement with the Company dated as of December 21, 2005, Mr.
Crowell shall receive in consideration thereof, a severance payment of Seventy-Two Thousand Dollars ($72,000.00)
to be paid within ten (10) days after Mr. Crowell's resignation on April 21, 2006, in accordance with the laws of
the Commonwealth of Massachusetts.

(d) In any case, the Directors will continue to observe and abide by their fiduciary
duties as Directors until the effective date of their resignations.

3. Special Meeting. Upon the occurrence of Mr. Lewis being appointed as a Director of the Company, the
SWIM Entities hereby rescind, in its entirety, the Request Letter, including the request therein that the Board
of Directors of the Company call a special meeting of stockholders in accordance with Article III, Section 2 of
the Bylaws of the Company. Upon the occurrence of Mr. Lewis being appointed as a Director of the Company, the
SWIM Entities acknowledge and agree that the Board of Directors of the Company may rescind and cancel the calling
of the Special Meeting, that the Company shall have no further obligation for such Special Meeting, and the
Company may make public disclosure of such cancellation as it may deem necessary or advisable. Provided that the
resignation of Messrs. Crowell, Smith, Ortiz and Harries becomes effective on April 21, 2006 pursuant to Section
2(a) above, the SWIM Entities will not submit, and will not cause any affiliates of the SWIM Entities to submit,
a request for a special meeting of the stockholders of the Company until after such time as Messrs. Lewis, Bance
and Dignam have been appointed as directors of the Company in accordance with this Agreement.

4. General.

(a) Specific Performance. In addition to any and all other remedies that may be available at law in the
event of any breach of this Agreement, each party hereto shall be entitled to specific performance of the
agreements and obligations of the other parties hereunder and to such other injunctive or other equitable relief
as may be granted by a court of competent jurisdiction.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the General
Corporation Law of the State of Delaware, as to matters within the scope thereof, and the internal laws of the
Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof), as to all other
matters.

(c) Notices. All notices, requests, consents, and other communications under this Agreement shall be in
writing and shall be deemed delivered (i) three business days after being sent by registered or certified mail,
return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide
overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set
forth below:

If to the Company, at Elcom International, Inc., 10 Oceana Way, Norwood, Massachusetts 02062,
Attention: Chief Executive Officer, or at such other address as may have been furnished in writing by the
Company to the other parties hereto, with a copy to Calfee, Halter & Griswold LLP, 1400 McDonald Investment
Center, 800 Superior Avenue, Cleveland, Ohio 44114, Attention: Douglas A. Neary, Esq.; or

If to a Director, at his address set forth on the signature page to this Agreement, or at such other
address as may have been furnished in writing by such Director to the other parties hereto; or

If to the SWIM Entities, at Smith & Williamson Investment Management Limited, 25 Moorgate, London EC2R
6AY United Kingdom, Attention: C.O. Motley, or at such other address as may have been furnished in writing by the
SWIM Entities to the other parties hereto, with a copy to Alston & Bird LLP, 90 Park Avenue, New York, New York
10016, Attention: Ashley E. Hufft, Esq.

Any party may give any notice, request, consent or other communication under this Agreement using any
other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or
electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly
given unless and until it is actually received by the party for whom it is intended. Any party may change the
address to which notices, requests, consents or other communications hereunder are to be delivered by giving the
other parties notice in the manner set forth in this Section.

(d) Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to
such subject matter. This Agreement may be amended or terminated only in a writing executed by each party hereto
which specifically references this Agreement. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which together shall constitute one and the same
document. This Agreement may be executed by facsimile signatures.

* * * * *

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first
above written.

SWIM ENTITIES:

SMITH & WILLIAMSON INVESTMENT
MANAGEMENT LIMITED
and
SMITH & WILLIAMSON NOMINEES
LIMITED

By: /s/ C.O. Motley
Name: C.O. Motley
Title: Director
COMPANY:

ELCOM INTERNATIONAL, INC.

By: /s/ John E. Halnen
Name: John E. Halnen
Title: President and Chief Executive Officer

DIRECTORS:

/s/ Robert J. Crowell /s/ William W. Smith
Robert J. Crowell William W. Smith

Address: 115 Walpole Street Address: 40 Canterbury Lane
Dover, MA 02030 Needham, MA 02494

/s/ John E. Halnen /s/ John W. Ortiz
John E. Halnen John W. Ortiz

Address: 30 Berkshire Street Address: 85 Central Street
Norfolk, MA 02056 South Weymouth, MA 02190

/s/ Richard J. Harries, Jr.
Richard J. Harries, Jr.

Address: 10 Morgan Trail
Sandwich, MA 02563