VOTING TRUST AGREEMENT
----------------------
VOTING TRUST AGREEMENT made this __ day of ___________, 1997, among
▇▇▇▇▇▇ ▇▇▇▇▇ INC., a Pennsylvania corporation (hereinafter called the
"Company"), the shareholders of ▇▇▇▇▇▇ ▇▇▇▇▇ Corp., a New York corporation
("PLC"), set forth on the signature page hereto who upon consummation of the
Merger (as hereinafter defined) shall become shareholders of the Company and any
other present or future shareholders of the Company who hereafter become parties
hereto (collectively, the "Shareholders"), and ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and J. ▇▇▇▇▇
▇▇▇▇▇▇, in such persons' capacities as voting trustee hereunder (the
"Trustees").
W I T N E S S E T H:
- - - - - - - - - -
A. The Shareholders are currently shareholders of PLC, which
pursuant to a Plan of Merger approved by the shareholders of PLC (the "Merger")
will merge into the Company with the Company being the surviving corporation.
Pursuant to the Merger, each share of capital stock of PLC outstanding
immediately preceding the Merger will become one share of the Company's Common
Stock, $.01 par value (the "Common Stock").
B. Pursuant to the Merger, the Company will change its name to
▇▇▇▇▇▇ ▇▇▇▇▇ Corp.
C. The Shareholders, the Trustees and the Company believe it is
desirable to enter into this Agreement and to have the shares which the
Shareholders are entitled to receive pursuant to the Merger issued to the
Trustees; and
D. The Trustees have consented to act under this Agreement for the
purposes herein provided.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements contained in this Agreement, the parties hereto,
intending to be legally bound, agree as follows:
1. Voting Trust Agreement. Copies of this Agreement, and of every
----------------------
amendment or supplement to this Agreement shall be filed in the principal office
of the Company and shall be open to the inspection of any Shareholder during
business hours. All voting trust certificates issued as hereinafter provided
shall be issued, received, and held subject to all the terms of this Agreement.
Every person, firm, corporation or other entity entitled to receive voting trust
certificates representing shares of Common Stock (the "shares"), and their
transferees and assigns who are also parties to this Agreement, upon accepting
the voting trust certificates issued hereunder, shall be bound by the provisions
of this Agreement.
2. Transfer of Shares to Trustees.
------------------------------
(a) Each Shareholder, upon execution of this Agreement, hereby
assigns and transfers to the Trustees such Shareholder's right to receive the
number of shares of Common Stock pursuant to the Merger as is set forth after
such Shareholder's name on Exhibit A attached hereto for the purpose of vesting
in the Trustees, as Trustees of an active trust, the right to vote and act and
to exercise other rights pertaining to such shares, as and to the extent, and
upon the terms and conditions and for the period set forth in this Agreement.
On receipt by the Trustees of the certificates for such shares, the Trustees
shall hold the same subject to the terms of this Agreement, and shall thereupon
issue and deliver to the Shareholders voting trust certificates for the shares.
(b) All certificates for shares of the Company issued and
delivered to the Trustees pursuant to this Agreement shall be issued to and held
by the Trustees in the name of "▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and J. ▇▇▇▇▇ ▇▇▇▇▇▇ as Voting
Trustees".
3. Voting Trust Certificates. The Trustees shall maintain a voting
-------------------------
trust certificate register in which each holder of a voting trust certificate
issued under this Agreement, and the number of shares represented by each voting
trust certificate will be identified. The voting trust certificates shall be in
substantially the following form (and shall include any appropriate legends
required by Section 14 of this Agreement):
"No. VT__________________
_________________ Shares
▇▇▇▇▇▇ ▇▇▇▇▇ CORP.
A Pennsylvania Corporation
Voting Trust Certificate for Common Stock
This certifies that __________________ or registered assigns is
entitled to all the benefits arising from the transfer to the Trustees under the
Voting Trust Agreement hereinafter mentioned, of ____ shares of common stock of
▇▇▇▇▇▇ ▇▇▇▇▇ Corp., a Pennsylvania corporation (hereinafter called the
"Company"), as provided in such Voting Trust Agreement and subject to the terms
thereof. The registered holder hereof, or assigns, is entitled to receive
payment, in the manner set forth in the Voting Trust Agreement, equal to the
amount of dividends, if any, received by the Trustees upon the number of shares
of capital stock of the Company in respect of which this certificate is issued;
provided, however, that any dividends received by the Trustees in common or
-------- -------
other stock of the Company having general voting powers shall be held by the
Trustees under the Voting Trust Agreement and shall be represented by voting
trust certificates issued in form similar hereto. Until the Trustees shall have
delivered the shares of stock held under such Voting Trust Agreement to the
holders of the trust certificates, or to the Company, as specified in such
Voting Trust Agreement, the Trustees shall possess and shall be entitled to
exercise all rights and powers of an absolute owner of such shares of stock,
including the right to vote thereon for every purpose, and to execute consents
in respect thereof for every purpose, it being expressly stipulated that no
voting right passes to the owner hereof, or such owner's assigns, under this
certificate or any agreement, expressed or implied.
This certificate is issued, received, and held under, and the rights
of the owner hereof are subject to, the terms of a Voting Trust Agreement dated
as of ___________________,
-2-
1997, between the Company and ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and J. ▇▇▇▇▇ ▇▇▇▇▇▇ in trust
(the "Voting Trust Agreement"), and certain shareholders of the Company (copies
of which Voting Trust Agreement, and of every agreement amending or
supplementing the same, are on file in the principal office of the Company, and
shall be open to the inspection of any shareholder of the Company, during
business hours); to all the provisions of which Voting Trust Agreement the
holder of this certificate, and such holder's heirs, personal representatives,
successors and assigns, by acceptance hereof, assents and is bound as if such
Voting Trust Agreement had been signed by such person.
Subject to Sections 8, 9 and 12 of the Voting Trust Agreement, in the
event of the dissolution or total or partial liquidation of the Company, the
moneys, securities or property received by the Trustees in respect of the shares
of stock deposited under such Voting Trust Agreement shall be distributed among
the registered holders of trust certificates in proportion to their interests as
shown on the books of the Trustees.
Except as otherwise provided in Sections 9 and 12 of the Voting Trust
Agreement, in the event that any dividend or distribution other than in cash or
shares of common or other stock of the Company having general voting powers is
received by the Trustees, the Trustees shall distribute the same to the
registered holders of voting trust certificates, on the date of such
distribution, or to the registered certificate holders at the close of business
on the date fixed by the Trustees for taking a record to determine the
certificate holders entitled to such distribution, pursuant to the provisions of
Paragraph 6 of the Voting Trust Agreement. Such distribution shall be made to
the certificate holders ratably in accordance with the number of shares
represented by their respective voting trust certificates. Cash dividends shall
be treated as set forth in Section 6 of the Voting Trust Agreement.
Share certificates for the number of shares of common stock then
represented by this certificate, or the net proceeds in cash or property
representing such shares, shall be due and deliverable hereunder upon the
termination of such Voting Trust Agreement as provided therein. The Voting
Trust Agreement shall continue in full force and effect until _________________,
2007 (subject to extension as hereinafter set forth), unless terminated prior
thereto, as provided in the Voting Trust Agreement. The Voting Trust Agreement
may be extended as the parties may agree, as provided in the Voting Trust
Agreement.
This certificate is transferable on the books of the Trustees at the
office of the Trustees (or elsewhere as designated by the Trustees) by the
holder hereof, either in person or by attorney duly authorized, in accordance
with the rules established for that purpose by the Trustees and on surrender of
this certificate properly endorsed, subject to compliance with all applicable
state and federal securities laws. Title to this certificate when duly endorsed
shall, to the extent permitted by law, be transferable with the same effect as
in the case of a negotiable instrument. Each holder hereof agrees that delivery
of this certificate, duly endorsed by any holder hereof, shall vest title hereto
and all rights hereunder in the transferee; provided, however, that the Trustees
-------- -------
may treat the registered holder hereof, or when presented duly endorsed in blank
the bearer hereof, as the absolute owner hereof, and of all rights and interests
represented hereby, for all purposes whatsoever, and the Trustees shall not be
bound or affected by any notice to the contrary, or by any notice of any trust,
whether express or implied, or
-3-
constructive, or of any charge or equity respecting the title or ownership of
this certificate, or the shares of stock represented hereby; provided, however,
that no delivery of stock certificates hereunder, or the proceeds thereof, shall
be made without surrender hereof properly endorsed.
This certificate shall not be valid for any purpose until duly signed
by the Trustees.
The word "Trustees" as used in this certificate means the Trustees or,
if only one Trustee is remaining, as provided in the Voting Trust Agreement,
such Trustee, acting under the Voting Trust Agreement.
IN WITNESS WHEREOF, the Trustees have signed this certificate on
______________________, 19__.
________________________________
Trustee
________________________________
Trustee
(Form of Assignment):
For value received ____________________________ hereby assigns the within
certificate, and all rights and interests represented thereby, to and appoints
_____________________________ attorney to transfer this certificate on the books
of the Trustees mentioned therein, with full power of substitution.
Dated:____________________________ ______________________________(Seal)
In presence of:
____________________________________
____________________________________
Note: The signature to this assignment must correspond with the name as written
upon the face of this certificate in every particular, without alteration,
enlargement, or any change whatever. All endorsements, in the discretion of the
Trustees, shall be guaranteed by a bank or trust company satisfactory to the
Trustees."
4. Transfer of Certificates.
------------------------
(a) The voting trust certificates, if and to the extent
transferable under applicable securities law or under any agreement restricting
transferability, shall be transferable at the principal office of the Trustees
(and at such other office as the Trustees may designate by an instrument in
writing signed by the Trustees and sent by mail to the registered holders of
-4-
voting trust certificates), on the books of the Trustees, by the registered
owner thereof, either in person or by attorney thereto duly authorized, upon
surrender thereof, according to the rules established for that purpose by the
Trustees, subject to the provisions set forth in this Section. If a transfer of
voting trust certificates is so permitted, the holder shall notify the Trustees
of the details of such transfer, including the name, address and social security
number of the transferee and number of shares as to which the beneficial
interest is being transferred, and shall surrender to the Trustees the voting
trust certificate or certificate representing such shares, properly endorsed for
transfer, and the Trustees shall, upon receipt of such notice and voting trust
certificate(s), transfer the voting trust certificates on the voting trust
certificate registry and issue a new voting trust certificate to the transferee.
Until so transferred, the Trustees may treat the record holders of voting trust
certificates as the owners of said voting trust certificates for all purposes
whatsoever. As a condition to making any transfer or delivery of voting trust
certificates, the Trustees may require compliance by the transferee with any
applicable federal or state statute and the payment of a sum sufficient to pay
for any stamp tax or other governmental charge in connection therewith. No
transfer of voting trust certificates shall in any way remove the shares
represented by such certificate or certificates from being held by the Trustees
under this Agreement and any transferee, by accepting such transfer, does hereby
consent to be bound by the terms of this Agreement, and upon becoming a holder
of voting trust certificates shall be deemed to be a party hereto as though an
original signatory hereto.
(b) If a voting trust certificate is lost, stolen, mutilated, or
destroyed, the holder thereof shall promptly notify the Trustees and the
Trustees, in the Trustees' discretion, may issue to such holder a duplicate of
such certificate upon receipt of: (i) evidence of such fact satisfactory to the
Trustees; (ii) indemnity satisfactory to the Trustees (whether by bond or
otherwise in such form or amount and with such surety as the Trustees may
require to indemnify the Trustees against loss or liability that might arise due
to the issuance of such new voting trust certificate); (iii) the existing
certificate, if mutilated; and (iv) the reasonable fees and expenses of the
Trustees in connection with the issuance of a new trust certificate. The
Trustees shall not be required to recognize any transfer of a voting trust
certificate not made in accordance with the provisions hereof, unless the person
claiming such ownership shall have produced indicia of title satisfactory to the
Trustees, and shall in addition deposit with the Trustees indemnity satisfactory
to the Trustees.
5. Termination Procedure.
----------------------
(a) Any Shareholder may from time to time give Trustees written
notice that such Shareholder desires to withdraw all or part of such
Shareholder's shares from the voting trust created hereby in order to sell such
shares to someone other than another Shareholder within fifteen (15) days of the
delivery of the notice. Voting trust certificates representing shares to be
withdrawn shall accompany the notice. Within five (5) days after receipt of such
notice and certificates, Trustees shall deliver to the Company stock
certificates and instructions to deliver the requisite number of shares to the
Shareholder who delivered the notice of withdrawal to the Trustees. In the event
the Shareholder does not sell all or part of the shares withdrawn from the
voting trust, (i) the Shareholder shall deliver the stock certificate
representing the shares not sold to the Trustees who shall deliver it to the
Company for reissue to the Trustees, (ii) the reissued stock certificate shall
be held by the Trustees pursuant to this
-5-
Agreement and (iii) the Trustees shall issue to the Shareholder a voting trust
certificate representing such shares.
(b) Subject to the provisions of Section 12, upon the termination
of this Agreement at any time, as hereinafter provided, the Trustees, at such
time as the Trustees may choose during the period commencing 20 days before and
ending 20 days after such termination, shall mail written notice of such
termination to the registered owners of the voting trust certificates, at the
addresses appearing on the transfer books of the Trustees. After the date
specified in any such notice (which date shall be fixed by the Trustees), the
voting trust certificates shall cease to have any effect, and the holders of
such voting trust certificates shall have no further rights under this Agreement
other than to receive certificates for shares of the Company or other property
distributable under the terms hereof and upon the surrender of such voting trust
certificates.
(c) Within 30 days after the termination of this Agreement, the
Trustees shall deliver, to the registered holders of all voting trust
certificates, certificates for the number of shares of the capital stock of the
Company represented thereby, upon the surrender thereof properly endorsed, such
delivery to be made in each case at the office of the Trustees.
(d) At any time subsequent to 30 days after the termination of
this Agreement, the Trustees may deposit with the Company share certificates
representing the number of shares of capital stock represented by the voting
trust certificates then outstanding, with authority in writing to the Company to
deliver such share certificates in exchange for voting trust certificates
representing a like number of shares of the capital stock of the Company and for
the Company to call upon and require all holders of voting trust certificates to
so surrender them; and upon such deposit all further liability of the Trustees
for the delivery of such share certificates and the delivery or payment of
dividends upon surrender of the voting trust certificates shall cease, and the
Trustees shall not be required to take any further action hereunder.
6. Dividends.
---------
(a) Until the termination of this Agreement pursuant to the terms
of Section 12, the holder of each voting trust certificate shall be entitled to
receive from the Trustees payments equal to the cash dividends, if any, received
by the Trustees upon a like number and class of shares of capital stock of the
Company as is called for by each such voting trust certificate standing in the
name of such holder in the voting trust certificate register. If any dividend in
respect of the stock deposited with the Trustees are paid, in whole or in part,
in shares of common or other stock of the Company having general voting powers,
the Trustees shall likewise hold, subject to the terms of this Agreement, the
certificates for shares of stock which are received by the Trustees on account
of such dividend, and the holder of each voting trust certificate representing
shares of stock on which such stock dividend has been paid shall be entitled to
receive a voting trust certificate issued under this Agreement for the number of
shares and class of stock received as such dividend with respect to the shares
represented by such voting trust certificate. Holders entitled to receive the
dividends described above shall be those registered as such on the transfer
books of the Trustees at the close of business on the day
-6-
fixed by the Company for the taking of a record to determine those holders of
its shares of stock entitled to receive such dividends, or if the Trustees have
fixed a date, as hereinafter in this paragraph provided, for the purpose of
determining the holders of voting trust certificates entitled to receive such
payment or distribution, then registered as such at the close of business on the
date so fixed by the Trustees.
(b) Except as otherwise provided in Section 12, if any dividend
in respect of the stock deposited with the Trustees are paid other than in cash
or in capital stock having general voting powers, then the Trustees shall
distribute the same among the holders of voting trust certificates registered as
such at the close of business on the day fixed by the Trustees for taking a
record to determine the holders of voting trust certificates entitled to receive
such distribution. Such distribution shall be made to such holders of voting
trust certificates ratably, in accordance with the number of shares represented
by their respective voting trust certificates.
(c) The transfer books of the Trustees may be closed temporarily
by the Trustees for a period not exceeding 20 days preceding the date fixed for
the payment or distribution of dividends or the distribution of assets or
rights, or at any other time in the discretion of the Trustees. In lieu of
providing for the closing of the books against the transfer of voting trust
certificates, the Trustees may fix a date not exceeding 20 days preceding any
date fixed by the Company for the payment or distribution of dividends, or for
the distribution of assets or rights, as a record date for the determination of
the holders of voting trust certificates entitled to receive such payment or
distribution or to receive such assets or exercise such rights, or for the
purpose of determining the holders of voting trust certificates entitled to vote
at any meeting of the holders or to determine any other thing, act or rights to
be exercised, done or performed by the holders, and the holders of voting trust
certificates of record at the close of business on such date shall exclusively
be entitled to participate in such payments or distribution or exercise of
rights.
(d) In lieu of receiving cash dividends upon the capital stock of
the Company and paying the same to the holders of voting trust certificates
pursuant to the provisions of this Agreement, the Trustees may instruct the
Company in writing to pay such dividends to the holders of the voting trust
certificates. Upon receipt of such written instructions, the Company shall pay
such dividends directly to the holders of the voting trust certificates. Upon
such instructions being given by the Trustees to the Company, and until revoked
by the Trustees, all liability of the Trustees with respect to such dividends
shall cease. The Trustees may at any time revoke such instructions and by
written notice to the Company direct it to make dividend payments to the
Trustees.
7. Subscription Rights. In case any stock or other securities of
-------------------
the Company are offered for subscription to the holders of capital stock of the
Company deposited hereunder, the Trustees, promptly upon receipt of notice of
such offer, shall mail a copy thereof to each of the holders of the voting trust
certificates. Upon receipt by the Trustees, at least five days prior to the
last day fixed by the Company for subscription and payment, of a request from
any such registered holder of voting trust certificates to subscribe in such
holder's behalf, accompanied with the sum of money required to pay for such
stock or securities (not in excess
-7-
of the amount subject to subscription in respect to the shares represented by
the voting trust certificate held by such certificate holder), the Trustees
shall make such subscription and payment, and upon receiving from the Company
the certificates for shares or securities so subscribed for, shall issue to such
holder a voting trust certificate in respect thereof if the same be stock having
general voting powers, but if the same be securities other than stock having
general voting powers, the Trustees shall mail or deliver such securities to the
certificate holder in whose behalf the subscription was made, or may instruct
the Company to make delivery directly to the certificate holder entitled
thereto. In case any reduction of the shares of the Company shall have been
duly authorized, the Trustees are hereby authorized to make such surrender of
shares of the Company held by the Trustees hereunder, pro-rata on behalf of all
holders of voting trust certificates, as may be required under the terms
pursuant to which such reduction is to be effected, and to receive and hold any
and all shares of the Company issued in exchange for such surrendered shares.
Following any such action, the voting trust certificates issued and outstanding
pursuant hereto shall be deemed to represent a proportionately reduced number of
shares.
8. Dissolution of Company. Except as otherwise provided in Section
----------------------
12, in the event of the dissolution or total or partial liquidation of the
Company, whether voluntary or involuntary, the Trustees shall receive the
moneys, securities, rights, or property to which the holders of the capital
stock of the Company deposited hereunder are entitled, and shall timely
distribute the same among the registered holders of voting trust certificates in
proportion to their interests, as shown by the books of the Trustees, or the
Trustees may in the Trustees' discretion deposit such moneys, securities,
rights, or property with any bank as the Trustees may select, with authority and
instructions to distribute the same as above provided, and upon such deposit,
this Agreement shall terminate and all further obligations or liabilities of the
Trustees in respect of such moneys, securities, rights, or property so deposited
shall cease and terminate.
9. Reorganization of Company. Except as otherwise provided in
-------------------------
Section 12, in the event the Company is merged into or consolidated with another
corporation, or all or substantially all of the assets of the Company are
transferred to another corporation pursuant to a plan requiring the Company's
assets to be distributed in liquidation, or all the shares of the Company are to
be exchanged in connection with a reorganization of the Company, then in
connection with such transaction or series of transactions the term "Company"
for all purposes of this Agreement shall be taken to include such successor
corporation, and the Trustees shall receive and hold under this Agreement any
stock of such successor corporation received on account of the ownership, as
Trustees hereunder, of the shares of stock held hereunder prior to such merger,
consolidation or transfer. Voting trust certificates issued and outstanding
under this Agreement at the time of such merger, consolidation, or transfer may
remain outstanding, or the Trustees may, in their discretion, substitute for
such voting trust certificates new voting trust certificates in appropriate
form, and the terms "stock," "shares" and "capital stock" as used herein shall
be taken to include any stock which may be received by the Trustees in lieu of
all or any part of the capital stock of the Company.
10. Rights of Trustees.
------------------
(a) Until the actual delivery to the holders of voting trust
certificates
-8-
issued hereunder of stock certificates in exchange therefor, and until the
surrender of the voting trust certificates for cancellation, the Trustees shall
possess and have the exclusive right, except as otherwise expressly limited in
this Agreement, to exercise, in person or by nominees or proxies of the
Trustees, all shareholders' voting rights and powers in respect to all shares
deposited hereunder, for any and every purpose, and to take part in or consent
to any corporate or stockholders' action of any kind whatsoever, as absolute
owner of such shares. The Shareholders have hereby assigned to Trustees all
voting rights that they otherwise might have had arising out of any ownership of
the shares, whether by operation of law or agreement. The right to vote shall
include the right to vote for or against or to abstain with respect to the
election of directors, and in favor of or against or to abstain with respect to
any resolution or proposed action of any character whatsoever, which may be
presented at any meeting or require the consent of shareholders of the Company.
Without limiting such general right, it is understood that such action or
proceeding may include, upon terms satisfactory to the Trustees or to their
nominees or proxies thereto appointed by the Trustees, mortgaging, creating a
security interest in, and pledging of all or any part of the property of the
Company, the lease or sale of all or any part of the property of the Company,
for cash, securities, or other property, and the dissolution of the Company, or
the consolidation, merger, reorganization, or recapitalization of the Company.
It is further understood that action by the Trustees in voting or not voting
stock deposited hereunder in instances where there are shareholders' statutory
rights of appraisal may effectively waive or terminate any such rights as to the
shares represented thereby.
(b) In voting the shares held by the Trustees hereunder either in
person or by nominees or proxies, the Trustees shall exercise their best
judgment in voting with respect to suitable directors and officers of the
Company (which may include the Trustees), or on such other matters as may be
voted on or consented to by the shareholders, including without limitation the
adequacy of any consideration to be received by the Company and its
shareholders, and shall otherwise, insofar as the Trustees may be shareholders
of the Company, take such part or action in respect to the management of the
Company's affairs as the Trustees may deem necessary; and in voting upon any
matters that may come before the Trustees at any shareholders' meeting or
otherwise, the Trustees shall exercise like judgment, but the Trustees shall not
be personally responsible with respect to any action taken pursuant to the vote
of the Trustees so cast in any matter or act committed or omitted to be done
under this Agreement, provided such commission or omission does not amount to
willful misconduct on the part of the Trustees, and provided further that the
Trustees at all times exercise good faith in such matters. In addition, the
Shareholders, jointly and severally, agree to indemnify and hold the Trustees
harmless from any and all liabilities resulting from actions taken pursuant to
this Agreement, except only for acts which constitute gross negligence or
willful misconduct on the part of the Trustees. In the exercise of any and all
of the rights of the Trustees under this Agreement, the Trustees may choose at
any time to waive any such exercise, without the consent of any other party.
(c) Meetings of the Trustees shall be held whenever either Trustee
desires. Notice stating the place and time of any meeting of the Trustees shall
be sufficient if given at least one day in advance of the time fixed for the
meeting, and notice may be given to the recipient either personally, by
telephone or by sending a copy thereof by first class or
-9-
express mail, postage prepaid, or by telex or TWX (with answerback received), or
next day courier service, charges prepaid, or by telecopier (with answerback
received), to such recipient's address (or to such recipient's telex, TWX,
telecopier or telephone number) appearing on the books of the Company or
supplied by such recipient to the Company for the purpose of notice. Any
Trustee may participate in any meeting of the Trustees, be counted for the
purpose of determining a quorum thereof and exercise all rights and privileges
to which such Trustees might be entitled were he personally in attendance,
including the right to vote, or any other rights attendant to presence in person
at such meeting, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. So long as there are two Trustees, both Trustees shall be necessary
to constitute a quorum for the transaction of business, and, subject to the next
sentence, the acts of both Trustees shall be the acts of the Trustees under this
Voting Trust Agreement. If the Trustees disagree as to how the shares held by
them hereunder should be voted, each Trustee shall vote one-half of the shares
as he shall determine.
11. Trustees.
--------
(a) Any Trustee may at any time resign by mailing to the
registered holders of voting trust certificates a written resignation, to take
effect ten days thereafter or upon the prior acceptance thereof. Upon the death
of any Trustee or upon any Trustee's adjudication of incompetence giving rise to
the appointment of a custodian or other representative, or upon a resignation of
a Trustee, the remaining Trustee shall act as sole Trustee during the remainder
of the term of this Agreement, and any act, decision, or vote by such Trustee
shall be deemed the act, decision, or vote of such Trustee. Upon the death,
incompetence or resignation of both Trustees, this Agreement shall terminate.
(b) Upon one of the Trustees ceasing to serve as a Trustee as set
forth in subsection 11(a) above, the rights, powers, and privileges of the
Trustees named hereunder shall be possessed by the remaining Trustee, with the
same effect as though such remaining Trustee had originally been the sole
Trustee under this Agreement. The word "Trustees," as used in this Agreement,
means the Trustees or at any time when there is only one remaining Trustee, such
Trustee acting hereunder, and shall include both the single and the plural
number.
12. Term.
----
(a) Except as otherwise provided in subsection 10(a), this
Agreement shall continue in effect until ____________ __ 2007, (subject to
extension as hereinafter set forth) but shall terminate at any time upon the
happening of either of the following events: (1) the execution and
acknowledgment by the Trustees hereunder of a deed of termination, duly filed in
the office of the Company; or (2) such time as both Trustees have ceased serving
as Trustees pursuant to subsection 11(a).
(b) At any time within one year prior to the expiration of this
Agreement as theretofore extended, the holders of all of the voting trust
certificates hereunder may, by agreement in writing and with the written consent
of the Trustees, extend the duration of this Agreement for an additional period.
In the event of such extension, the Trustees shall,
-10-
prior to the time of expiration as hereinabove provided, as originally fixed, or
as theretofore extended, as the case may be, file in the principal office of the
Company, a copy of such extension agreement, and of the consent thereto, and
thereupon the duration of this Agreement shall be extended for the period fixed
by such extension agreement; provided, however, that no such extension agreement
shall extend the term of this Agreement beyond the maximum period then permitted
by applicable law or affect the rights, or obligations of persons not parties
thereto.
13. Compensation and Reimbursement of Trustees. The Trustees shall
------------------------------------------
serve without compensation, unless such compensation is authorized by a majority
vote of the persons then holding voting trust certificates hereunder
representing at least seventy-five percent (75%) of the shares represented
thereby, but it is expressly agreed that the Trustees shall have the right to
incur and pay such reasonable expenses and charges, to employ and pay such
agents, attorneys, and counsel as the Trustees may deem necessary and proper
with respect to the Trustees carrying out any of the Trustees' duties under this
Agreement or interpreting or exercising any of the Trustees' powers under this
Agreement. Any such expenses or charges incurred by and due to the Trustees
paid by the Company, where the Company deems it appropriate to its interests,
may be deducted pro rata from the dividends or other moneys or property received
by the Trustees on the stock deposited hereunder. Nothing herein contained
shall disqualify the Trustees, or incapacitate either of them from serving the
Company or any of its subsidiaries as officer or director, or in any other
capacity, and in any such capacity receiving compensation.
14. Legend. All voting trust certificates issued pursuant to this
------
Agreement shall be marked with the following legend:
"This certificate and the shares represented hereby are held
subject to the terms, covenants and conditions of a Voting Trust
Agreement dated as of ________________, 1997 by and among the
Company, certain of its shareholders and ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and
J. ▇▇▇▇▇ ▇▇▇▇▇▇ in trust, as Voting Trustees."
15. Meetings of Holders. The Trustees shall have no duty to hold
-------------------
meetings of holders of voting trust certificates, but the Trustees shall be
entitled to do so. Two days written notice of every meeting of holders shall be
given and such notice shall state the place, day, hour and purposes of such
meeting, but any holder may waive such notice in writing, either before, during
or after the meeting. No notice of any adjourned meeting need be given. Every
such meeting shall be held within or without the Commonwealth of Pennsylvania at
a place designated by the Trustees. The failure to hold meetings shall not in
any manner or degree impair or reduce the authority of the Trustees hereunder.
16. Miscellaneous.
-------------
(a) Indulgences, Etc. Neither the failure nor any delay on the
-----------
part of any party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or
-11-
privilege preclude any other or further exercise of the same or of any other
right, remedy, power or privilege, nor shall any waiver of any right, remedy,
power or privilege with respect to any occurrence be construed as a waiver of
such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
(b) Controlling Law. This Agreement and all questions relating to its
---------------
validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines of such state or other
jurisdiction to the contrary, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.
(c) Notice.
------
(i) Unless otherwise in this Agreement specifically provided,
any notice to or communication with the holders of the voting trust certificates
hereunder shall be deemed to be sufficiently given or made if addressed to such
holders at their respective addresses appearing on the transfer books of the
Trustees, postage prepaid and deposited in any post office or post office box,
personally delivered with evidence of receipt or submitted to an overnight
delivery service such as Federal Express or similarly recognized service and so
addressed. The addresses of the holders of voting trust certificates, as shown
on the transfer books of the Trustees, shall in all cases be deemed to be the
addresses of voting trust certificate holders for all purposes under this
Agreement, without regard to what other or different addresses the Trustees may
have for any voting trust certificate holder on any other books or records of
the Trustees. Every notice so given shall be effective, whether or not received;
and the date of mailing shall be the date such notice is deemed given for all
purposes.
(ii) Any notice of the Company hereunder shall be sufficient if
mailed with the U.S. Postal Service, postage prepaid, personally delivered with
evidence of receipt, or submitted to Federal Express or similarly recognized
overnight delivery service, to the Company addressed as follows:
▇▇▇▇▇▇ ▇▇▇▇▇ Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
(iii) Any notice to the Trustees hereunder shall be
sufficient if mailed with the U.S. Postal Service, postage prepaid, personally
delivered with evidence of receipt, or submitted to Federal Express or similarly
recognized overnight delivery service, to the Trustees, addressed to them at
such addresses as may from time to time be furnished in writing to the Company
by the Trustees, and if no such address has been so furnished by the Trustees,
then to the Trustees in care of the Company.
(iv) All distributions of cash, securities, or other property
-12-
hereunder by the Trustees to the holders of voting trust certificates may be
made, in the discretion of the Trustees, by mail, in the same manner as
hereinabove provided for the giving of notices to the holders of voting trust
certificates.
(d) Binding Nature of Agreement; No Assignment. This Agreement shall
------------------------------------------
be binding upon and inure to the benefit of the parties hereto, including future
holders of voting trust certificates, and their respective heirs, personal
representatives, successors and assigns. No party may sell, assign, transfer or
encumber such party's rights or obligations under this Agreement, the voting
trust certificates or the shares represented thereby, without the prior written
consent of the other parties hereto, except to the extent expressly permitted in
this Agreement. Neither the death, disability nor incapacity of a holder of
voting trust certificates shall in any way remove the shares from being held by
the Trustees under this Agreement.
(e) Provisions Separable. The provisions of this Agreement are
--------------------
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
(f) Entire Agreement. This Agreement contains the entire
----------------
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or amended other than by an
agreement in writing.
(g) Paragraph Headings. The paragraph headings in this Agreement are
------------------
for convenience only; they form no part of this Agreement and shall not affect
its interpretation.
(h) Gender, Etc. Words used herein, regardless of the number and
-----------
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.
(i) Number of Days. In computing the number of days for purposes of
--------------
this Agreement, all days shall be counted, including Saturdays, Sundays and
holidays; provided, however, that if the final day of any time period (including
the effective date of a notice or other communication given hereunder) falls on
a Saturday, Sunday or holiday on which federal banks are or may elect to be
closed, then the final day shall be deemed to be the next day which is not a
Saturday, Sunday or such holiday.
-13-
IN WITNESS WHEREOF the Company, the Trustees and the Shareholders have
signed this Agreement as of the date written above.
▇▇▇▇▇▇ ▇▇▇▇▇ INC.
By:
------------------------------------
Name:
Title:
---------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Trustee
---------------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
--------------------------------- -------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., individually Eve Bullitt ▇▇▇▇▇▇, individually
and for the benefit of ▇▇▇▇ ▇▇▇▇▇▇, and for the benefit of ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- -------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇, individually ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
and for the benefit of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually ▇▇▇▇ ▇. ▇▇▇▇▇▇
and for the benefit of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually and
for the benefit of ▇▇▇▇▇ ▇▇▇▇▇, for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Signatures Continued on Next Page
-14-
Signatures Continued from Previous Page
--------------------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇▇▇, individually and ▇▇▇▇▇▇▇ ▇▇▇, ▇▇.
for the benefit of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇
--------------------------------------- --------------------------------
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
--------------------------------------- --------------------------------
▇▇▇▇▇▇ ▇▇▇ Fidurko ▇▇▇▇▇▇▇ ▇▇▇
--------------------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇▇▇, III ▇▇▇▇▇▇▇ ▇▇▇
--------------------------------------- --------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Trustee under ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, for the benefit of
▇▇▇▇▇ ▇▇▇▇▇▇ 1996 Irrevocable Trust ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------- --------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇, Trustee under ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee under
▇▇▇ ▇. ▇▇▇▇▇▇ Trust for the Family Irrevocable Agreement of Trust dated
of J. ▇▇▇▇▇ ▇▇▇▇▇▇ September 19, 1996 F/B/O ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------- --------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee under ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee under
Irrevocable Agreement of Trust dated Irrevocable Agreement of Trust dated
September 19, 1996 F/B/O ▇▇▇▇ September 19, 1996 F/B/O ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Signatures Continued on Next Page
-15-
Signatures Continued from Previous Page
-------------------------------------- ----------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee under ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee under
Irrevocable Agreement of Trust dated Irrevocable Agreement of Trust dated
December 23, 1996, ▇▇▇ ▇. October 23, 1996 F/B/O ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇, Settlor
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee under
Irrevocable Agreement of Trust dated
12/30/96 F/B/O ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-16-