WITH RESPECT TO CAPITAL STOCK
MICROPAC INDUSTRIES, INC.
THIS ANCILLARY AGREEMENT, is entered into to be effective as of the 19th day of February, 1987, by
and among MICROPAC INDUSTRIES, INC. a Delaware corporation ("Micropac"), H. Kent Hearn, William
Joseph Holt, Woodrow O. Brownlee and their successors appointed as in this Agreement provided (hereinafter
collectively referred to as the "Proxy Holders"), and Heinz-Werner Hempel and Friedrich-Wilhelm Hempel,
citizens of the Federal Republic of Germany (hereinafter called the "Hempels").
W I T N E S S E T H:
WHEREAS, Micropac, certain Voting Trustees and the Hempels entered into a Voting Trust Agreement With
Respect to Capital Stock of Micropac Industries, Inc. dated as of the 18th day of January, 1977, amended the
28th day of August, 1980, and further amended the 7th day of September, 1982 (the "Voting Trust Agreement");
WHEREAS, the Voting Trust Agreement expired on the 19th day of January, 1987; and
WHEREAS, Micropac desires, in order to maintain its facility security clearance issued under the United States
Department of Defense Industrial Security Regulation (the "Regulation"), that each of the Hempels separately
enter into a Proxy Agreement With Respect to Capital Stock of Micropac Industries, Inc. with Micropac and the
Proxy Holders dated and effective as of this 19th day of February, 1987 (the "Proxy Agreements"); and
WHEREAS, Micropac and the Proxy Holders have agreed as an inducement for the Hempels' execution and
delivery of the Proxy Agreements to make additional covenants for the benefit of the Hempels in connection with
the execution and delivery of the Proxy Agreements.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and such other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. Proxy Agreements Subject to this Ancillary Agre