EXHIBIT 10.54
SHARE RESTRICTION AGREEMENT
This Agreement ("Agreement") is made as of this 30th day of November 1998, by
and among the various persons identified on Schedule A attached hereto
(collectively the "Principal Stockholders") and ▇▇▇▇▇▇ Capital Group, Inc., a
Delaware corporation (the "Corporation").
WHEREAS, the Principal Stockholders own substantially all of the issued
and outstanding shares of the capital stock of the Corporation in the amounts
set forth on Schedule A hereto;
WHEREAS, the Corporation is a bank holding company which owns a
controlling interest in ▇▇▇▇- ▇▇▇▇▇▇ Bank.
WHEREAS, the parties hereto are desirous of providing for restrictions
on the transfer of the Shares (as defined below) in accordance with the terms
hereof.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby
agree as follows:
1. Definitions. As used herein, the following terms shall have
the following meanings:
(a) Bona Fide Offer - A written offer to purchase Shares,
which offer shall be accompanied by an ▇▇▇▇▇▇▇ money deposit of not
less than 10% of the total purchase price. The term shall not include
any offer to exchange Shares for securities to be issued or transferred
by any person, firm or corporation in connection with the acquisition
by such person, firm or corporation of all of the outstanding Shares.
(b) ▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit - Any or all of ▇▇▇▇▇ ▇▇▇▇▇▇, his
spouse, their descendants, and the personal representative of the
estate of any of the foregoing persons, any trustee or successor
trustee(s) holding property for the exclusive benefit of one or more of
▇▇▇▇▇ ▇▇▇▇▇▇, his spouse or their descendants.
(c) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Family Unit - Any or all of ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, her spouse, their descendants, and the personal
representative of the estate of any of the foregoing persons, any
trustee or successor trustee(s) holding property for the exclusive
benefit of one or more of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, her spouse or their
descendants.
(d) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit - Any or all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
his spouse, their descendants, and the personal representative of the
estate of any of the foregoing persons, any trustee or successor
trustee(s) holding property for the exclusive benefit of one or more of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, his spouse or their descendants.
(e) ▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit - Any or all of ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, and the personal representative of the estate of either of
the foregoing persons, any trustee or successor trustee(s) holding
property for the exclusive benefit of one or both of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇.
(f) Shares - Shares of common stock, $0.01 par value, of the
Corporation and any other shares of the Corporation's capital stock
presently or hereafter owned by the Stockholders. For the purposes
hereof, "Shares" shall include Trust Certificates as defined in the
Voting Trust Agreement of the Corporation dated as of November 30,
1998, by and between the parties listed as depositors therein and the
trustees named therein.
(g) Stockholders - The Principal Stockholders identified on
Schedule A hereto and any other party to whom Shares are transferred in
accordance with the provisions of this Agreement.
2. Restriction on Transfer. Except as hereinafter provided, no
Stockholder shall transfer, assign, pledge or encumber (whether voluntarily or
by operation of law) his, her or its Shares in any way without the consent of
all other Stockholders.
3. Permitted Transfers. Notwithstanding the provisions of
paragraph 2 hereof, any Stockholder may transfer Shares as follows:
(a) Any Stockholder may transfer Shares to any other
Stockholder.
(b) Any Stockholder may transfer Shares in connection with a
sale pursuant to a registered and underwritten public offering of the
Shares.
(c) Any Stockholder may transfer Shares following receipt of a
Bona Fide Offer in accordance with the provisions of paragraph 4
hereof;
provided, however, that any party to whom such Shares are transferred (other
than pursuant to paragraph 3(b) hereof) shall have executed an instrument in
form satisfactory to all other Stockholders agreeing to be bound by the terms
and conditions of this Agreement (in which event such transferee shall thereupon
have become a "Stockholder" for all purposes hereunder).
4. Bona Fide Offer.
(a) If any Stockholder shall receive a Bona Fide Offer to
purchase any of his, her or its Shares, which Bona Fide Offer is
acceptable to such Stockholder (herein "the Seller"), then in such
event the Seller shall promptly give written notice to the other
Stockholders and to the Corporation of the Seller's intention to sell
the subject Shares, which notice shall include a photocopy of such Bona
Fide Offer, a copy of the check
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representing the ▇▇▇▇▇▇▇ money deposit of the purchase price, and an
offer by the Seller to sell the subject Shares to the other
Stockholders or the Corporation in accordance with the terms hereof.
(b) The offer of the Seller required by subparagraph 4(a)
above shall run to the Stockholders in the following order:
(1) Persons constituting members of the same family
unit of which the Seller is a member (i.e., the ▇▇▇▇▇ ▇▇▇▇▇▇
Family Unit, the ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Family Unit, the ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Family Unit or the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit, as the
case may be) shall have the exclusive option, for a period of
thirty (30) days after delivery of the Seller's notice, to
elect to purchase the Shares which the Seller proposes to sell
at the same price and on the same terms as contained in the
Bona Fide Offer, except for those terms pertaining to closing
which shall be governed by subparagraph 4(c) hereof. In the
event the option is exercised in a manner so as to
oversubscribe the Shares which Seller proposes to sell, and
the members of the family unit are unable to agree unanimously
with respect to the allocation thereof, then the number of
Shares which shall be purchased by each prospective purchaser
in the family unit shall be determined as follows:
(i) First, to the members who have elected
to purchase a number of Shares equal to or less than
their ratable portion of the Shares;
(ii) Then, to the members who have elected
to purchase more than their ratable portion of the
Shares in accordance with the relative number of
Shares each of such purchasers then owns.
(2) In the event the members of the Seller's family
unit do not exercise their options within said 30-day period
as to all of the Shares proposed to be sold, the persons
constituting members of the other family units (e.g., if
Seller is a member of the ▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit, the "other
family units" for purposes of this paragraph would be the
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Family Unit, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit
and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit) shall have the exclusive
option, for a period of 30 days following expiration of the
30- day period provided for in subparagraph 4 (b)(1) above, to
elect to purchase the Shares proposed to be sole by the Seller
for which the members of Seller's family unit have not
exercised their options, at the same price and on the same
terms as contained in the Bona Fide Offer, except for those
terms pertaining to closing, which shall be governed by
subparagraph 4(c) hereof. In the event the members of the
other family units exercise the option in a manner so as to
oversubscribe the Shares which Seller proposes to sell to
them, then the number of Shares which shall be purchased by
each prospective purchaser in the other family units shall be
determined as follows:
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(i) First, to the members of the other
family units who have elected to purchase a number of
Shares equal to or less than their ratable portion of
the Shares;
(ii) Then, to those members of the other
family units who have elected to purchase more than
their ratable portion of the Shares in accordance
with the relative number of Shares each of such
purchasers then owns.
(3) In the event both the members of the Seller's
family unit and the members of the other family units do not
exercise their options within their respective 30-day option
periods in accordance with the terms hereof as to all the
Shares which Seller proposes to sell, the Corporation shall
have the exclusive option, for a period of 15 days following
expiration of the 30-day period provided for in subparagraph
4(b)(2) above, to elect to purchase all, and not less than
all, of the Shares proposed to be sold by the Seller for which
the members of the Seller's family unit and the members of the
other family units have not exercised their options, at the
same price and on the same terms as contained in the Bona Fide
Offer, except for those terms pertaining to closing, which
shall be governed by subparagraph 4(c) hereof.
(4) Notwithstanding the foregoing, the exercise of
any option provided for in subparagraph 4(b)(1), 4(b)(2) and
4(b)(3) above shall be void and of no force or effect unless
such options, in the aggregate, shall have been exercised with
respect to all of the Shares proposed to be sold by Seller.
(c) The closing of any purchase and sale provided for in this
paragraph 4 shall take place at the offices of the Corporation on a
date mutually acceptable to the parties taking part in said closing or
within ninety (90) days following delivery of Seller's notice as
provided for in subparagraph 4(a) hereof, whichever date is later.
(d) All of the options described in this paragraph 4 shall be
exercised by giving written notice thereof to all of the other parties
hereto.
(e) If Seller's offer pursuant to the provisions of
subparagraph 4(b) hereof is not accepted as to all of the Shares
covered by said offer by the end of all of the applicable option
periods provided for in this paragraph 4, the Seller shall be free, for
a period of sixty (60) days from and after the expiration of the last
applicable option period provided for herein, to sell the subject
Shares to the maker of the Bona Fide Offer (subject to the provisions
of paragraph 3 hereof), in accordance with the terms of the Bona Fide
Offer. If no such sale is consummated within said sixty (60) day
period, the Seller shall be entitled to sell his Shares pursuant to a
Bona Fide Offer only by again complying with the provisions of this
paragraph 4.
- 4 -
5. Restrictive Legend. All certificates representing Shares
shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER AS SET FORTH IN AN AGREEMENT MADE THE _____ DAY OF , 1998, AMONG THE
PRINCIPAL STOCKHOLDERS OF THE ISSUER AND THE ISSUER. COPIES OF SAID AGREEMENT
ARE AVAILABLE AT THE ISSUER'S EXECUTIVE OFFICES.
6. Notices. All notices provided for hereunder shall be either
hand delivered or served by certified or registered mail, return receipt
requested, at the following addresses:
To ▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit:
▇▇▇▇▇ ▇▇▇▇▇▇
c/o ▇▇▇▇ ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Family Unit:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
c/o ▇▇▇▇ ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To ▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Unit:
▇▇▇▇▇▇ ▇▇▇▇▇▇
c/o ▇▇▇▇ ▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
- 5 -
To the Corporation:
▇▇▇▇▇▇ Capital Group, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Katten, Muchin & Zavis
▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any party may change the address for such notice by notice so given to
all other parties. Any parties who become Stockholders after the date hereof
shall designate an address for service of notices. All notices shall be deemed
served on the personal delivery thereof to the addressee or the postmark date
thereof.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
Corporation
▇▇▇▇▇▇ CAPITAL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Its: President
-----------------------------------------
Principal Stockholders
▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUST
FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 1/20/78
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUST
F/B/O ▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 1/20/78
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUST
F/B/O ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ U/A DTD 1/20/78
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ FAMILY PARTNERSHIP, L.P.
By: ▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUST
F/B/O ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 1/20/78, GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
By: ▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUST
F/B/O ▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 1/20/78, GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
By: ▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUST
F/B/O ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ U/A DTD 1/20/78, GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇ GREAT GRANDCHILDRENS TRUST
F/B/O FAMILY OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 1/20/78
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇ GREAT GRANDCHILDRENS TRUST
F/B/O FAMILY OF ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ U/A DTD 1/20/78
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇ GREAT GRANDCHILDRENS TRUST
F/B/O FAMILY OF ▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 1/20/78
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ GIFT TRUST U/A DTD 6/10/82
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇ ▇▇▇▇▇▇ GIFT TRUST U/A DTD 6/10/82
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ GIFT TRUST U/A DTD 6/10/82
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 12/14/82
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 7/10/83
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 7/10/83
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ U/A DTD 11/18/85
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 11/18/85
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ U/A DTD 12/15/87
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ANNUAL GIFT TRUST
FBO ▇▇▇▇ ▇▇▇▇▇▇ U/A DTD 8/1/88
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ FUND U/A DTD 10/20/71
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: ▇▇▇▇ ▇▇▇▇▇▇ BANK, Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Its: President
-------------------------
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ 1992 TRUST FBO ▇▇▇▇▇ ▇▇▇▇▇▇
U/A DTD 12/17/92
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TTEE UNDER SELF
DECLARATION OF TRUST DTD 09/17/76
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TTEE UNDER SELF
DECLARATION OF TRUST DTD 09/17/76
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ROLLOVER ▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ REVOCABLE TRUST
U/A DTD 3/25/94
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE A
Percentage of
Principal Stockholder Shares Family Stock
--------------------- ------ ------------
▇▇▇▇▇▇▇ ▇▇▇▇ GRANDCHILDRENS TRUSTS:
for ▇▇▇▇▇▇▇ 211,320 5.09%
for ▇▇▇▇▇ 211,320 5.09%
for ▇▇▇▇▇ 211,320 5.09%
▇▇▇▇▇▇ FAMILY PARTNERSHIP, L.P. 974,006 23.46%
▇▇▇▇▇▇▇ ▇▇▇▇ GREAT-GRANDCHILDRENS TRUST:
for Family of ▇▇▇▇▇▇▇ 261,320 6.29%
for Family of ▇▇▇▇▇ 261,320 6.29%
for Family of ▇▇▇▇▇ 261,320 6.29%
▇▇▇▇▇▇ GIFT TRUSTS:
▇▇▇▇▇ ▇▇▇▇▇▇ Gift Trust 26,520 .64%
▇▇▇▇▇ ▇▇▇▇▇▇ Gift Trust 26,480 .64%
▇▇▇▇ ▇▇▇▇▇▇ Gift Trust 26,520 .64%
▇▇▇▇▇▇ ANNUAL GIFT TRUSTS:
for ▇▇▇▇▇▇▇ 17,800 .43%
for ▇▇▇▇▇ 21,720 .52%
for ▇▇▇▇▇ 21,720 .52%
for ▇▇▇▇▇ 21,720 .52%
for ▇▇▇▇ 21,720 .52%
for ▇▇▇▇▇▇▇ 21,760 .52%
for ▇▇▇▇▇ 21,760 .52%
for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 16,960 .41%
for ▇▇▇▇ ▇▇▇▇▇▇▇ 16,960 .41%
for ▇▇▇▇▇▇▇ ▇▇▇▇ 11,320 .27%
for ▇▇▇▇▇ ▇▇▇▇▇▇ 11,320 .27%
for ▇▇▇▇▇▇▇▇▇ ▇▇▇ 4,640 .11%
for ▇▇▇▇ 1,480 .04%
IRIS FUND U/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ TRUST 152,200 3.66%
▇▇▇▇▇▇ 1992 GIFT TRUSTS:
for ▇▇▇▇▇▇▇▇▇ 5,280 .13%
for ▇▇▇▇ 5,380 .13%
for ▇▇▇▇▇▇▇ 9,500 .23%
for ▇▇▇▇▇ 9,500 .23%
for ▇▇▇▇▇▇▇▇▇ 9,500 .23%
for ▇▇▇▇ 9,500 .23%
for ▇▇▇▇▇▇▇ 9,500 .23%
for ▇▇▇▇ 480 .01%
for ▇▇▇▇▇ 580 .01%
for ▇▇▇▇▇▇▇ 580 .01%
for ▇▇▇▇▇ 580 .01%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust 509,280 12.26%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust 38,040 .92%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 45,830 1.10%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ 2,500 .06%
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 127,360 3.07%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 223,630 5.39%
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 267,630 6.44%
▇▇▇▇▇ ▇▇▇▇▇▇ Revocable Trust 40,700 .98%
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 700 .02%
▇▇▇ ▇▇▇▇▇ 700 .02%