Voting of Common Stock. The Trustee shall vote (or act by written consent with respect to) the shares of Common Stock held by the Trust in accordance with the provisions of this Section 4.4(a). As soon as practicable following the record date in question, the Company shall deliver to the Trustee a schedule (the "Eligible Participant Schedule") listing (1) all persons other than members of the Board of Directors (collectively, "Eligible Participants") with respect to whom shares of Common Stock are deliverable as of such record date as a result of (x) purchases by such Eligible Participants pursuant to the Company's Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan, including any successor or substitute stock purchase plans as may be listed on Exhibit A from time to time (collectively, the "Stock Purchase Plans"), or (y) the exercise of stock options granted to such Eligible Participants pursuant to the Company's Amended and Restated Snap-on Incorporated 1986 Incentive Stock Program, as amended from time to time, including any successor or substitute stock incentive or option plans as may be listed on Exhibit A from time to time (such plans, the "Stock Option Plan") and (2) the number of Directed Shares (as hereinafter defined) with respect to which each Eligible Participant is entitled to direct the voting. Each Eligible Participant listed on such Eligible Participant Schedule shall have the right to direct the vote (or written consent) with respect to that number of shares of Common Stock held by the Trust as of such record date (such number being hereinafter referred to as the "Directed Shares") which is equal to the number of shares then deliverable to such Eligible Participant as a result of purchases by such Eligible Participant under the Stock Purchase Plans or the exercise by such Eligible Participant of stock options granted under the Stock Option Plan and shall also furnish to the Trustee such further information as the Trustee determines is necessary for it to perform its responsibilities under this Section 4.4(a). If an Eligible Participant provides directions to the Trustee with respect to the voting of (or action by written consent with respect to) his or her Directed Shares, the Trustee shall vote (or act by written consent with respect to), or abstain or withhold authority with respect to, as applicable, shares of Common Stock held by the Trust as of such record date which are equal in number to such Directed Shares in accordance with the directions of such Eligible Participant. With respect to (1) shares of Common Stock held by the Trust as of such record date which are equal to the aggregate number of Directed Shares with respect to which the Trustee has not received directions from Eligible Participants and (2) shares of Common Stock held in the Trust as of such record date which are in excess of the aggregate number of Directed Shares (the shares referred to in (1) and (2) being collectively referred to as the "Mirrored Shares"), the number of Mirrored Shares to be voted in a particular manner (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to a particular matter shall equal to product of (x) the total number of Mirrored Shares held by the Trust as of such record date and (y) a fraction the numerator of which is the aggregate number of shares of Common Stock voted in such manner (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to such matter by all stockholders of the Company (other than the Trust) and the denominator of which is the aggregate number of outstanding shares of Common Stock held by all stockholders of the Company (other than the Trust). The Trustee shall devise and implement a procedure to assure confidentiality of any directions given by Eligible Participants in respect of votes. All actions taken by Eligible Participants pursuant to this Section 4.4(a) shall be held confidential by the Trustee and shall not be divulged or released to any person, other than (i) agents of the Trustee who are not affiliated with the Company or its affiliates, (ii) by virtue of the execution by the Trustee of any proxy, consent or letter of transmittal for the shares of Common Stock held in the Trust, (iii) as may be required by court order or (iv) as otherwise necessary for the Trustee to carry out its responsibilities under this Agreement."
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Voting of Common Stock. The Trustee shall vote (or act by written consent with respect to) the shares of Common Stock held by the Trust in accordance with the provisions of this Section 4.4(a). As soon as practicable following the record date in question, the Company shall deliver to the Trustee a schedule (the "Eligible Participant Schedule") listing (1) all persons other than members of the Board of Directors (collectively, "Eligible Participants") with respect to whom shares of Common Stock are deliverable as of such record date as a result of (x) purchases by such Eligible Participants pursuant to the Company's Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan, including any successor or substitute stock purchase plans as may be listed on Exhibit A from time to time (collectively, the "Stock Purchase Plans"), or (y) the exercise of stock options granted to such Eligible Participants pursuant to the Company's Amended and Restated Snap-on On Incorporated 1986 Incentive Stock Program, as amended from time to time, including any successor or substitute stock incentive or option plans as may be listed on Exhibit A from time to time (such plans, the "Stock Option Plan") and (2) the number of Directed Shares (as hereinafter defined) with respect to which each Eligible Participant is entitled to direct the voting. Each Eligible Participant listed on such Eligible Participant Schedule shall have the right to direct the vote (or written consent) with respect to that number of shares of Common Stock held by the Trust as of such record date (such number being hereinafter referred to as the "Directed Shares") which is equal to the number of shares then deliverable to such Eligible Participant as a result of purchases by such Eligible Participant under the Stock Purchase Plans or the exercise by such Eligible Participant of stock options granted under the Stock Option Plan and shall also furnish to the Trustee such further information as the Trustee determines is necessary for it to perform its responsibilities under this Section 4.4(a). If an Eligible Participant provides directions to the Trustee with respect to the voting of (or action by written consent with respect to) his or her Directed Shares, the Trustee shall vote (or act by written consent with respect to), or abstain or withhold authority with respect to, as applicable, shares of Common Stock held by the Trust as of such record date which are equal in number to such Directed Shares in accordance with the directions of such Eligible Participant. With respect to (1) shares of Common Stock held by the Trust as of such record date which are equal to the aggregate number of Directed Shares with respect to which the Trustee has not received directions from Eligible Participants and (2) shares of Common Stock held in the Trust as of such record date which are in excess of the aggregate number of Directed Shares (the shares referred to in (1) and (2) being collectively referred to as the "Mirrored Shares"), the number of Mirrored Shares to be voted in a particular manner (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to a particular matter shall equal to product of (x) the total number of Mirrored Shares held by the Trust as of such record date and (y) a fraction the numerator of which is the aggregate number of shares of Common Stock voted in such manner (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to such matter by all stockholders of the Company (other than the Trust) and the denominator of which is the aggregate number of outstanding shares of Common Stock held by all stockholders of the Company (other than the Trust). The Trustee shall devise and implement a procedure to assure confidentiality of any directions given by Eligible Participants in respect of votes. All actions taken by Eligible Participants pursuant to this Section 4.4(a) shall be held confidential by the Trustee and shall not be divulged or released to any person, other than (i) agents of the Trustee who are not affiliated with the Company or its affiliates, (ii) by virtue of the execution by the Trustee of any proxy, consent or letter of transmittal for the shares of Common Stock held in the Trust, (iii) as may be required by court order or (iv) as otherwise necessary for the Trustee to carry out its responsibilities under this Agreement."
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Voting of Common Stock. The Trustee shall vote (or act by written consent with respect to) the shares of Common Stock held by the Trust in accordance with the provisions of this Section 4.4(a). As soon as practicable following the record date in question, the Company shall deliver to the Trustee a schedule (the "Eligible Participant Schedule") listing Eligible Participants (1as hereinafter defined) all persons other than members of the Board of Directors (collectively, "Eligible Participants") with respect to whom shares of Common Stock are deliverable as of such record date as a result of (x) purchases by such Eligible Participants pursuant to the Company's Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan, including any successor or substitute stock purchase plans as may be listed on Exhibit A from time to time (collectively, the "Stock Purchase Plans"), or (y) the exercise of stock options granted to such Eligible Participants pursuant to the Company's Amended and Restated Snap-on Incorporated 1986 Incentive Stock Program, as amended from time to time, including any successor or substitute stock incentive or option plans as may be listed on Exhibit A from time to time (such plans, the "Stock Option Plan") and (2) the number of Directed Shares (as hereinafter defined) with respect to which each Eligible Participant is entitled to direct the voting. Each Eligible Participant listed on such Eligible Participant Schedule shall have the right to direct the vote (or written consent) with respect to that number of shares of Common Stock held by the Trust as of such record date which is equal to the product (such number product being hereinafter referred to as the "Directed Shares") which is equal to of (1) the sum of (a) the number of shares then deliverable of Common Stock purchased pursuant to such the Company's Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan, including any successor or substitute stock purchase plans as may be listed on Exhibit A from time to time (collectively, the "Stock Purchase Plans"), by the Eligible Participant during the immediately preceding 12 months and (b) the total number of shares of Common Stock subject to stock options granted pursuant to the Company's Amended and Restated Snap-On Incorporated 1986 Incentive Stock Program, as a result of purchases amended from time to time, including any successor or substitute stock incentive or option plans as may be listed on Exhibit A from time to time (such plans, the "Stock Option Plan") held by such the Eligible Participant under which are then exercisable, multiplied by (2) a fraction (not to exceed one) the numerator of which is the number of shares of Common Stock held by the Trust as of such record date and the denominator of which is the sum of (c) the number of shares of Common stock purchased pursuant to the Stock Purchase Plans or by all Eligible Participants during the exercise by such Eligible Participant immediately preceding 12 months and (d) the total number of shares of Common Stock subject to stock options granted under pursuant to the Stock Option Plan and shall also furnish to the Trustee such further information as the Trustee determines is necessary for it to perform its responsibilities under this Section 4.4(a)held by all Eligible Participants which are then exercisable. If an Eligible Participant provides directions to the Trustee with respect to the voting of (or action by written consent with respect to) his or her Directed Shares, the Trustee shall vote (or act by written consent with respect to), or abstain or withhold authority with respect to, as applicable, shares of Common Stock held by the Trust as of such record date which are equal in number to such Directed Shares in accordance with the directions of such Eligible Participant. With respect to (1) shares of Common Stock held by the Trust as of such record date which are equal to the aggregate number of Directed Shares with respect to which the Trustee has not received directions from Eligible Participants and (2) shares of Common Stock held in the Trust as of such record date which are in excess of the aggregate number of Directed Shares (the shares referred to in (1) and (2) being collectively referred to as the "Mirrored Shares"), the number of Trustee shall vote (or act by written consent with respect to), or abstain or withhold authority with respect to, as applicable, the Mirrored Shares in the same proportion as the Directed Shares with respect to be voted in a particular manner which the Trustee has received voting (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to a particular matter shall equal to product of (x) the total number of Mirrored Shares held by the Trust as of such record date and (y) a fraction the numerator of which is the aggregate number of shares of Common Stock voted in such manner (or acted upon by written consent) or abstaining or withholding authority, as the case may be, with respect to such matter by all stockholders of the Company (other than the Trust) and the denominator of which is the aggregate number of outstanding shares of Common Stock held by all stockholders of the Company (other than the Trust)directions from Eligible Participants. The Trustee shall devise and implement a procedure to assure confidentiality of any directions given by Eligible Participants in respect of votes. All actions taken by Eligible Participants pursuant to this Section 4.4(a) shall be held confidential by the Trustee and shall not be divulged or released to any person, other than (i) agents of the Trustee who are not affiliated with the Company or its affiliates, (ii) by virtue of the execution by the Trustee of any proxy, consent or letter of transmittal for the shares of Common Stock held in the Trust, (iii) as may be required by court order or (iv) as otherwise necessary for the Trustee to carry out its responsibilities under this Agreement. For purposes of this Agreement, "Eligible Participant" shall mean a Participant who, as of the date of determination, (a) is actively employed by (or is a franchise dealer with respect to) the Company, (b) is not a member of the Board of Directors of the Company, and (c) either (1) holds an exercisable option with respect to Common Stock granted to him or her pursuant to the Stock Option Plan or (2) on whose behalf Common Stock was purchased pursuant to either of the Stock Purchase Plans within the 12-month period immediately preceding such date."
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