STOCKHOLDERS AGREEMENT
THIS AGREEMENT, made and entered into as of the
1st day of March, 1995 by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, hereinafter referred to as
"▇▇▇▇▇, Sr.," and "Agatha," respectively, and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇,
Trustees of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ IRREVOCABLE TRUST U/A
Dated December 21, 1984, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Custodian
for ▇▇▇▇ ▇▇▇▇▇▇▇ under the Wisconsin Uniform Gifts to
Minors Act and Wisconsin Uniform Transfer to Minors
Act, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
under the Wisconsin Uniform Gifts to Minors Act and
Wisconsin Uniform Transfer to Minors Act, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇. as Custodian for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
under the Wisconsin Uniform Gifts to Minors Act and
Wisconsin Uniform Transfer to Minors Act, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇-▇▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
under the Wisconsin Uniform Gifts to Minors Act and
Wisconsin Uniform Transfer to Minors Act and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇. as Custodian for ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under
the Wisconsin Uniform Transfers to Minors Act, who are
hereinafter referred to individually as "Stockholder"
and collectively as "Stockholders."
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇, Sr., ▇▇▇▇▇▇ and the Stockholders
beneficially own certain of the outstanding shares of
the common stock of Tri City Bankshares Corporation
(the "Corporation").
WHEREAS, the parties hereto wish to regulate the
sale or other disposition of the stock of the
Corporation in order to assure continuity of management
by precluding interference from third parties.
NOW, THEREFORE, in consideration of the promises
set forth herein, the parties mutually promise and
agree as follows:
ARTICLE I
General Restriction on Sale or
Other Disposition of Stock
A Stockholder shall not, during his lifetime or
upon his death, sell, transfer, give, assign, bequeath,
pledge or otherwise encumber or divest himself of
ownership or control of all or any part of his stock in
the Corporation, whether voluntarily or by operation of
law, except in accordance with the terms of this
Agreement.
ARTICLE II
Permitted Disposition of Stock
2.1. Permitted Transfers. A Stockholder may,
during his or her lifetime, transfer, give, assign,
pledge or otherwise encumber or dispose of all or any
part of his or her shares of stock in the Corporation
to ▇▇▇▇▇, Sr. or Agatha, or to a member or members of a
group consisting of ▇▇▇▇▇, Sr.'s issue ("David's
Issue"), the spouses of his Issue, or a trust created
for the primary benefit of any such issue or his or her
spouse, (such persons hereinafter referred to
individually as a "Permitted Transferee" and
collectively as "Permitted Transferees"); provided,
however, that any such transfer shall be subject to the
following conditions: (i) that any Permitted Transferee
at the time of the transfer shall agree in writing
expressly for the benefit of the other parties to this
Agreement to be bound by this Agreement to the same
extent as if said Transferee had been an original party
hereto and (ii) that said Transferee shall not, during
his lifetime or upon his death, sell, transfer, give,
assign, pledge, bequeath or otherwise encumber or
dispose of the stock transferred to him except to the
Stockholder from whom he acquired such stock or to a
person or persons to whom said Stockholder is permitted
to transfer stock pursuant to this Paragraph 2.1; (iii)
the spouse of any Permitted Transferee shall execute a
Spousal Consent and Acknowledgment in substantially the
form attached hereto; and (iv) any such transfer by a
Permitted Transferee shall be subject to the conditions
set forth above.
2.2. Deemed Ownership of Stock. The stock owned
by the Permitted Transferees of a Stockholder (other
than Permitted Transferees who are Stockholders) shall
be considered as stock owned by the transferor
Stockholder for purposes of this Agreement except in
the case of a deceased Stockholder; and except as
otherwise provided in this Agreement, any offer,
purchase, option or other action which the Stockholder
is required to make or accept pursuant hereto shall
also be made or accepted by his Permitted Transferees
with respect to the stock of the Corporation owned by
his Permitted Transferees. The stock transferred by a
Stockholder to ▇▇▇▇▇, Sr. or Agatha or David's Issue
shall, notwithstanding anything else herein contained,
be deemed owned by ▇▇▇▇▇, Sr., or Agatha, or David's
Issue, as the case may be, as of the date hereof.
ARTICLE III
Third Party Transfers - Offer
to ▇▇▇▇▇, Sr., ▇▇▇▇▇▇ and Stockholders
3.1. Offer to Sell. If a Stockholder or
Permitted Transferee wishes to sell, transfer, or
otherwise dispose of all or any portion of his stock in
the Corporation, except as may be permitted under
Article II, above, or under any other provision of this
Agreement, or is to be divested of his interest in all
or a portion of his stock through seizure or sale, or
any transfer through operation of law, he shall first
offer such stock for sale in writing simultaneously to
▇▇▇▇▇, Sr., Agatha and (i) if the offer is from a
Stockholder, all of the remaining Stockholders other
than the offering Stockholder and all of the Permitted
Transferees who own stock in the Corporation; or (ii)
if the offer is from a Permitted Transferee, all of the
Stockholders, including the Stockholder who transferred
the stock to the Permitted Transferee and all of the
remaining Permitted Transferees who own stock in the
Corporation other than the offering Permitted
Transferee. Such offer shall state the number of
shares to be transferred, the name and address of the
proposed purchaser or transferee, and the terms and
conditions of the proposed sale or transfer. In the
case of a proposed sale, such stock shall be offered to
▇▇▇▇▇, Sr., ▇▇▇▇▇▇, the other Stockholders and the
Permitted Transferees who own stock in the Corporation.
The offering price of each share of said stock shall be
the lesser of the proposed sale price or its market
value as determined under Article VI, below, and the
terms and conditions of payment shall be as set forth
in Article VII, below. In the case of a proposed gift,
a proposed transfer for consideration other than money,
or a proposed transfer without a stated price, the
offering price shall be its market value as determined
under Article VI, below. If a Stockholder or Permitted
Transferee is to be divested of his interest in said
stock through seizure or sale by legal process or any
transfer through operation of law, the offering price
of the stock shall be seventy-five percent (75%) of its
market value as determined under Article VI, below. In
the case of a transfer or disposition described in the
preceding two sentences, the terms and conditions of
payment shall be as set forth in Article VII, below.
3.2. Acceptance of Offer. ▇▇▇▇▇, Sr. and/or
Agatha may accept the offer of sale as to all or any
portion of said stock within thirty (30) days after the
making of said offer. If ▇▇▇▇▇, Sr. and/or Agatha do
not accept the offer with respect to all of the shares
of stock being offered, the President of the
Corporation shall call a meeting of all Stockholders
and Permitted Transferees entitled to attend the
meeting. If the offer of sale is from a Stockholder,
all of the Stockholders except the offering Stockholder
and all Permitted Transferees who own stock in the
Corporation shall be entitled to attend the meeting.
If the offer of sale is from a Permitted Transferee,
all of the Stockholders, including the Stockholder who
transferred shares to the Permitted Transferee, and all
of the Permitted Transferees who own stock in the
Corporation except the offering Permitted Transferee
shall be entitled to attend. Such meeting shall be
held at the regular office of the Corporation in the
State of Wisconsin not less than fifteen (15) days nor
more than thirty (30) days after the expiration of the
offer to ▇▇▇▇▇, Sr. and Agatha. The Stockholders and
Permitted Transferees present or legally represented at
such meeting shall elect a Chairman who shall make
successive offers of the shares not accepted by ▇▇▇▇▇,
Sr. and Agatha to those Stockholders and Permitted
Transferees present, including the Chairman, in
accordance with the procedure set forth in Paragraph
3.3, below. Such successive offers shall continue
until either all of the shares so offered are accepted
or until it is determined by successive offerings that
all of the shares so offered will not be accepted.
3.3. Procedure at Meeting. At the meeting called
in accordance with Paragraph 3.2, above, the Chairman
shall offer the stock not accepted by ▇▇▇▇▇, Sr. and
Agatha to the Stockholders and Permitted Transferees
who are present or legally represented at the meeting,
including the Chairman, in the following manner:
3.31. The Chairman shall offer to each
Stockholder and Permitted Transferee present or
legally represented, and each may accept, only
that percentage of the stock not accepted by
▇▇▇▇▇, Sr. and Agatha as the number of shares of
stock of the Corporation owned by him of the class
being offered bears to the number of shares of
stock of the class being offered owned by all
Stockholders and Permitted Transferees present or
legally represented owning stock in such class.
3.32. If all of the stock offered is not
accepted in accordance with the procedure set
forth in Paragraph 3.31, above, the Chairman shall
thereafter make successive offerings during each
of which he shall offer to each Stockholder and
Permitted Transferee present or legally
represented who has not previously refused to
accept all of the stock offered to him at such
meeting, that percentage of the shares not
previously accepted by those present at the
meeting as the number of shares of stock of the
class being offered owned by him, including shares
accepted at the meeting, bears to the number of
shares of such class owned, including shares
accepted at the meeting, by all Stockholders and
Permitted Transferees present or legally
represented who have not previously refused to
accept all of the stock offered to them at such
meeting.
3.4. Disposition to Third Party. At the
conclusion of the meeting, if any, called pursuant to
Paragraph 3.2, above, the Chairman shall notify the
offering Permitted Transferee or Stockholder of the
number of shares accepted by each Stockholder and
Permitted Transferees present or legally represented at
such meeting. If the offer of sale is not accepted by
▇▇▇▇▇, Sr., ▇▇▇▇▇▇ and the other Stockholders and
Permitted Transferees with respect to all of the shares
offered for sale, the offering Stockholder or Permitted
Transferee shall have the right to sell or transfer the
shares of his stock offered for sale under Paragraph
3.1, above, but not accepted, to the third party
designated in the offer of sale required under
Paragraph 3.1, above, on the same terms and conditions
specified in said offer; provided, however, that such
sale or transfer is made within ninety (90) days after
the date on which the original offer was made to ▇▇▇▇▇,
Sr., Agatha and the other Stockholders and Permitted
Transferees under Paragraph 3.1, above. In the event
of a sale or a transfer to a third party in accordance
with this Paragraph, ▇▇▇▇▇, Sr., ▇▇▇▇▇▇, the other
Stockholders and Permitted Transferees shall provide
the offering Stockholder or Permitted Transferee with
such documents and instruments as may be necessary to
permit the sale or transfer of any shares sold or
transferred to the third party free of the restrictions
of this Agreement.
3.5. Failure of Sale. If neither ▇▇▇▇▇, Sr.,
Agatha, the other Stockholders nor the Permitted
Transferees accept, nor the third party purchases, all
of the stock offered for sale within the periods
provided in Paragraphs 3.2, 3.3 and 3.4, above, the
shares of said stock not purchased shall again be
subject to the restrictions of this Agreement.
3.6. Remedy for Violation. Upon any sale,
transfer, pledge, or other disposition of shares of the
stock of the Corporation in violation of any of the
provisions of this Agreement, ▇▇▇▇▇, Sr., ▇▇▇▇▇▇, the
other Stockholders and Permitted Transferees shall
have, in addition to such other remedies and damages as
may be available to them under applicable law, the
right and option, within one hundred twenty (120) days
after the discovery of such sale or other disposition
in violation of this Agreement, to purchase all or any
of such shares from the holder thereof at the lower of
the price at which such shares were sold or at seventy-
five percent (75%) of the market value thereof as
determined under Article VI, below, and on the terms
and conditions of payment as provided in Article VII,
below, in a manner consistent with the procedure set
forth and described in this Article.
ARTICLE IV
Rights Upon Death of a Stockholder or Permitted
Transferee
Any shares of the Corporation's stock which are
owned by a deceased Stockholder or Permitted Transferee
at his death, may be transferred pursuant to the
deceased Stockholder's will or the applicable laws of
intestate succession, as the case may be, to such
deceased Stockholder's or Permitted Transferee's
spouse, provided either the deceased Stockholder or
Permitted Transferee or his or her spouse is David's
Issue, or ▇▇▇▇▇, Sr., Agatha, or any of David's Issue
or a trust created for the primary benefit of any of
David's Issue or the deceased Stockholder's or
Permitted Transferee's spouse, provided either the
deceased Stockholder or Permitted Transferee or his or
her spouse is David's Issue, (any such transferee being
referred to in this Agreement as "Permitted Family
Transferee"); provided, however, that the Permitted
Family Transferee at the time of the receipt of said
stock agrees in writing expressly for the benefit of
the other parties to this Agreement, that said stock
shall be held subject to the terms of this Agreement
and that said Permitted Family Transferee shall not,
during his lifetime or upon his death, sell, transfer,
give, assign, pledge, bequeath or otherwise dispose of
said stock to any person other than ▇▇▇▇▇, Sr., ▇▇▇▇▇▇
or any other Permitted Family Transferee. If any
Permitted Family Transferee to whom stock is to be
transferred refuses to so agree, or if the stock owned
by the deceased Stockholder or Permitted Transferee is
transferred to an individual or entity other than a
Permitted Family Transferee, ▇▇▇▇▇, Sr. and/or Agatha,
any other Stockholder and any Permitted Transferee who
owns stock in the Corporation shall have the right,
exercisable for a period of one hundred eighty (180)
days after notice of such fact from the personal
representative of the deceased Stockholder's or
Permitted Transferee's estate, to demand that the
estate of said deceased Stockholder or Permitted
Transferee offer to sell such stock to ▇▇▇▇▇, Sr.
and/or Agatha, the other Stockholders and Permitted
Transferees at seventy-five percent (75%) of its market
value, determined as provided in Article VI, below, and
on the terms and conditions of payment as provided in
Article VII, below, in a manner consistent with the
procedure set forth and described in Article III,
above. If the offer of sale is not accepted by ▇▇▇▇▇,
Sr. and/or Agatha or the other Stockholders or
Permitted Transferees with respect to all of the shares
offered for sale, then the shares of stock offered for
sale hereunder, but not accepted, may be transferred to
such Transferee free of the restrictions of this
Agreement. The provisions of this Article IV shall be
subject to the terms and conditions of Article V,
below.
ARTICLE V
Option Respecting Marital Property and Divorce
5.1. Classification of Stock after Death of a
Spouse. After the death of the spouse who is not
David's Issue ("Deceased Spouse") of a Stockholder
("Surviving Stockholder") or of a Permitted Transferee
("Surviving Permitted Transferee") who owns stock in
the Corporation, either ▇▇▇▇▇, Sr., ▇▇▇▇▇▇, the
Surviving Stockholder or the Surviving Permitted
Transferee may request that the personal representative
of the estate of the Deceased Spouse petition the Court
having jurisdiction over the Estate of the Deceased
Spouse for an order under Section 857.01 of the
Wisconsin Statutes determining the classification of
the shares of the Corporation's stock of the Surviving
Stockholder or the Surviving Permitted Transferee for
purposes of the Wisconsin Uniform Marital Property Act,
Chapter 766 of the Wisconsin Statutes. Upon receipt of
the Court's order, such personal representative shall
provide ▇▇▇▇▇, Sr., Agatha and the Surviving
Stockholder or Surviving Permitted Transferee with a
true and accurate copy thereof. Such request shall be
made by written notice to the personal representative
of the estate of the Deceased Spouse within eighteen
(18) months after the date of death of the Deceased
Spouse. The personal representative of the estate of
the Deceased Spouse shall take the actions requested
promptly upon receipt of such notice.
5.2. Death of a Spouse or Dissolution of
Marriage.
5.21. Right to Purchase Shares. If the
spouse (the "Selling Spouse") of an issue of
▇▇▇▇▇, Sr. who is a Stockholder (the "Original
▇▇▇▇▇▇ Stockholder") or of a Permitted Transferee
(the "Original ▇▇▇▇▇▇ Permitted Transferee") dies
or the marriage of a Stockholder or any Permitted
Transferee is dissolved and, after such death or
dissolution, title to or ownership of any interest
in any of the Original ▇▇▇▇▇▇ Stockholder's or the
Original ▇▇▇▇▇▇ Permitted Transferee's shares of
stock in the Corporation is vested in any person
other than the Original ▇▇▇▇▇▇ Stockholder or the
Original ▇▇▇▇▇▇ Permitted Transferee, then the
Original ▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee, as the case may be, shall
have the right and option to purchase from the
owner or owners thereof any or all of such shares
of stock transferred to or confirmed in such other
persons (the "Marital Shares"), and, if the
Original ▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee exercises such option, such
owner or owners shall sell their Marital Shares to
the Original ▇▇▇▇▇▇ Stockholder or the Original
▇▇▇▇▇▇ Permitted Transferee, as the case may be,
at the price and upon the terms and conditions of
payment set forth in Paragraphs 5.25 and 5.26,
below. In the case of a marital dissolution, the
Original ▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee shall have the option to
purchase any other shares of stock in the
Corporation (the "Other Shares") owned by his or
her spouse at the price and upon the terms and
conditions of payment set forth in Paragraphs 5.25
and 5.26, below. Such options shall be
exercisable by written notice from the Original
▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee, as the case may be, to
▇▇▇▇▇, Sr., Agatha and the Selling Spouse or the
personal representative of the estate of the
Selling spouse at any time within an option
exercise period (the "Option Exercise Period") of
(a) eighteen (18) months after the date of the
Selling Spouse's death, or (b) in the event of
dissolution of the marriage of the Original ▇▇▇▇▇▇
Stockholder or the Original ▇▇▇▇▇▇ Permitted
Transferee, sixty (60) days after the date of
entry of any final order, judgment or decree
determining the rights, if any, of the Selling
Spouse in the Marital Shares (the "Dissolution
Order"). Notwithstanding the foregoing if, as a
result of the death of the Selling Spouse, a
petition for determination of the classification
of the stock in the Corporation of the Original
▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee is filed in a court of
competent jurisdiction before expiration of said
eighteen (18) month period after the death of the
Selling Spouse, then the Option Exercise Period
shall be extended until six (6) months after a
final determination of such classification. For
purposes hereof, a determination of the
classification of the stock of the Original ▇▇▇▇▇▇
Stockholder or the Original ▇▇▇▇▇▇ Permitted
Transferee or a Dissolution Order shall be
considered "final" when made by a court of
competent jurisdiction, the time for appeal of the
court's decision has elapsed and no appeal has
been taken. In the event an Original ▇▇▇▇▇▇
Permitted Transferee does not elect to purchase
all of the Marital Shares and Other Shares, if any
within the applicable Option Exercise Period, then
the Stockholder of whom the Original ▇▇▇▇▇▇
Permitted Transferee is a Permitted Transferee
(the "Original ▇▇▇▇▇▇ Permitted Transferee's
Stockholder") shall have the right and option to
purchase the Marital Shares and Other Shares which
the Original ▇▇▇▇▇▇ Permitted Transferee did not
elect to purchase from the owner or owners
thereof, and if the Original ▇▇▇▇▇▇ Permitted
Transferee's Stockholder exercises such option as
hereinafter provided, such owner or owners shall
sell their Marital Shares and Other Shares to the
Original ▇▇▇▇▇▇ Permitted Transferee's Stockholder
at the price and upon the terms set forth in
Paragraphs 5.25 and 5.26, below. Such option
shall be exercisable by written notice from the
Original ▇▇▇▇▇▇ Permitted Transferee's Stockholder
to ▇▇▇▇▇, Sr., Agatha, the Selling Spouse or the
personal representative of the estate of the
Selling Spouse within fifteen (15) days after the
expiration of the Option Exercise Period
applicable to the Original ▇▇▇▇▇▇ Permitted
Transferee.
5.22. ▇▇▇▇▇, Sr.'s, Agatha's and Other
Stockholders' Right to Purchase Shares. If the
Original ▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee or the Original ▇▇▇▇▇▇
Permitted Transferee's Stockholder, as the case
may be, does not elect to purchase all of the
Marital Shares and the Other Shares, then ▇▇▇▇▇,
Sr., Agatha, the other Stockholders and the other
Permitted Transferees who own stock in the
Corporation shall have the right and option to
purchase the remaining Marital Shares and Other
Shares at the price and upon the terms and
conditions of payment described in Paragraphs 5.25
and 5.26, below, and in the manner and pursuant to
the procedure set forth in Paragraph 5.23, below.
5.23. Acceptance of Offer. ▇▇▇▇▇, Sr.
and/or Agatha may by written notice to the Selling
Spouse or the personal representative of the
estate of the Selling Spouse, elect to exercise
the option to purchase the remaining Marital
Shares as to all or any portion of said stock
within thirty (30) days after the expiration of
the applicable Option Exercise Period pursuant to
Paragraph 5.21, above. If ▇▇▇▇▇, Sr. and/or
Agatha exercise their option granted hereunder,
the owner or owners of the remaining Marital
Shares and Other Shares shall sell such of the
remaining Marital Shares and Other Shares with
respect to which ▇▇▇▇▇, Sr. and/or Agatha have
exercised their option hereunder to ▇▇▇▇▇, Sr.
and/or Agatha at the price and upon the terms and
conditions set forth in Paragraphs 5.25 and 5.26,
below. If ▇▇▇▇▇, Sr. and/or Agatha do not
exercise their option with respect to all of the
remaining Marital Shares and Other Shares, the
President of the Corporation shall call a meeting
of all Stockholders and Permitted Transferees
entitled thereto and shall follow the procedure as
set forth in Paragraphs 3.2 and 3.3, above, in
offering the remaining Marital Shares and Other
Shares at the price and upon the terms and
conditions set forth in Paragraphs 5.25 and 5.26,
below If the Stockholders and Permitted
Transferees exercise the option granted hereunder,
the owner or owners of such remaining Marital
Shares and Other Shares shall sell the remaining
Marital Shares and Other Shares which the
Stockholders and Permitted Transferees have
elected to purchase to such Stockholders and
Permitted Transferees at the price and upon the
terms and conditions set forth in Paragraphs 5.25
and 5.26, below.
5.24. Unaccepted Shares. If there are
Marital Shares and Other Shares which are not
purchased pursuant to Paragraphs 5.21 through
5.23, above, then the transferee or transferees
thereof may continue to hold them, and such
transferee or transferees shall not be subject to
or have rights under this Agreement.
5.25. Purchase Price. The purchase price
for each Marital Share and Other Share purchased
pursuant to Paragraphs 5.21 through 5.23, above,
shall be an amount equal to seventy-five percent
(75%) of the market value of such stock,
determined as provided in Article VI, below, in
the case of the dissolution of the marriage and
market value in the case of death.
5.26. Closing; Payment Terms. The closing
for any purchase and sale of Marital Shares and
Other Shares shall occur on such date as the
purchaser shall designate, but in no event more
than ninety (90) days after the end of the
applicable Option Exercise Period. The purchase
price for Marital Shares and Other Shares
purchased under this Article V shall be payable
upon the applicable terms set forth in Paragraph
7.32, below.
5.27. ▇▇▇▇▇▇ Stockholder to Vote Shares.
Except as may be otherwise provided in this
Agreement, the Original ▇▇▇▇▇▇ Stockholder shall
vote all Marital Shares and Other Shares with
respect to all matters which come before the
shareholders of the Corporation until the date of
closing for any purchase of Marital Shares and
Other Shares hereunder or, in the event no such
purchase takes place, until the time period during
which all purchases of Marital Shares and Other
Shares permitted hereunder are to occur has
expired. Except as otherwise provided in this
Agreement, each holder of Marital Shares and Other
Shares shall, upon request of the Original ▇▇▇▇▇▇
Stockholder or Original ▇▇▇▇▇▇ Permitted
Transferee, execute and deliver to the Original
▇▇▇▇▇▇ Stockholder or the Original ▇▇▇▇▇▇
Permitted Transferee a proxy granting him the
absolute and unrestricted right until such date to
vote any Marital Shares and Other Shares held by
such transferee and, upon expiration of such proxy
or receipt of an opinion of counsel to the effect
that there is any defect therein for any purpose,
a replacement of such proxy. All proxies
delivered pursuant to the preceding sentence will
be in form and substance reasonably satisfactory
to the Original ▇▇▇▇▇▇ Stockholder or the Original
▇▇▇▇▇▇ Permitted Transferee.
ARTICLE VI
Determination of Value
The market value of the Common Stock of
Corporation where required for purposes of this
Agreement shall be determined as of the close of the
calendar quarter ending immediately preceding the date
(i) of the offer pursuant to Paragraph 3.1, above, (ii)
of the event permitting the purchase if stock is to be
purchased pursuant to Paragraph 3.6, above, or Article
IV, above, or (iii) of the death of the Selling Spouse
or (iv) of the Dissolution Order, as the case may be,
pursuant to Paragraphs 5.21, 5.22 and 5.23, above. For
purposes of this Agreement, "market value" shall mean
the price of Corporation's Common Stock as fixed by
Corporation's Board of Directors for purposes of
Corporation's Dividend Reinvestment Plan.
ARTICLE VII
Closing and Payment of Purchase Price
7.1. Time and Place of Closing. Except as may be
otherwise provided in this Agreement, Closing shall
occur at the Corporation's office on such day as the
purchaser shall select; provided, however, Closing
shall not occur later than sixty (60) days after the
date on which the market value of the Corporation's
stock is finally determined pursuant to Article VI,
above. The purchaser or purchasers shall notify the
seller or sellers in writing of the exact date and time
of Closing at least fifteen (15) days prior to the date
of Closing.
7.2. Transfer of Shares and Payment of Purchase
Price. At Closing, the seller shall deliver to the
purchaser the certificates evidencing ownership in the
shares subject to the sale properly endorsed or with
properly executed stock powers and all such instruments
or documents as may be required by the purchaser in
connection with the transfer of said shares.
7.3. Payment of Purchase Price. The purchase
price of the shares subject to the sale shall be
payable as follows:
7.31. If the purchase is made pursuant to
Paragraph 3.1, above, the purchaser may elect to
pay the purchase price for said stock either on
the same terms and conditions as set forth in the
offer of sale to ▇▇▇▇▇, Sr., ▇▇▇▇▇▇, the other
Stockholders and Permitted Transferees or upon the
terms set forth in Paragraph 7.32, below. If such
an election is not made, payment shall be upon the
terms set forth in Subparagraph 7.32, below.
7.32. If a purchaser shall elect under
Paragraph 7.31, above, to pay the purchase price
for shares to be purchased pursuant to the terms
set forth in this Paragraph, or if a purchase is
to be made pursuant to any paragraph other than
Paragraph 3.1 of this Agreement, the purchase
price shall be paid in five (5) equal annual
installments, with the first installment payable
at Closing; provided, however, that the purchaser
shall have the right at any time to prepay all or
any portion of the unpaid balance of the purchase
price. Said installment payments shall be
evidenced by a promissory note which shall provide
for interest payable at a rate equal to the prime
rate of interest charged by Tri City National Bank
of Oak Creek, Wisconsin, on ninety (90) day loans
to responsible and substantial commercial
borrowers on the date of Closing. Such rate shall
be determined as of the Closing and shall apply
for the following twelve (12) months. The rate
shall be redetermined each anniversary date and
shall be applicable for the succeeding twelve (12)
month period. Interest shall be payable together
with each installment of principal.
7.4. Purchase by Stockholders. Whenever ▇▇▇▇▇,
Sr., Agatha, a Stockholder or Permitted Transferee
purchases shares of capital stock under this Agreement,
such purchaser, unless he shall have paid the entire
purchase price in cash, shall, following the delivery
of the purchased stock, endorse the new certificates of
stock issued to such purchaser and deliver the same to
seller as collateral security for the payment of the
unpaid purchase price, and such capital stock shall be
so held until the entire purchase price shall be paid.
While such capital stock shall be held as collateral
security and so long as the purchaser is not in default
under the promissory note, the purchaser shall be
entitled to all dividends and voting rights with
respect thereto unless otherwise provided in this
Agreement.
ARTICLE VIII
Endorsement on Certificates
Upon execution of this Agreement, the Stockholders
shall surrender to Corporation all certificates
evidencing ownership of stock in the Corporation. The
Corporation shall return said certificates to the
Stockholders after placing upon the certificates the
following endorsement:
The shares of Tri City Bankshares Corporation
represented hereby and the disposition thereof are
subject to the terms of an Agreement entered into
between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
certain shareholders dated ____________, 1995. A
copy of such Agreement is on file at principal
office of the Corporation and may be inspected by
any person upon request during normal business
hours.
Likewise, the Corporation shall place the above
endorsement upon any stock certificate which it may
hereafter issue in the name of Stockholders or in the
name of any person to whom shares of Corporation's
stock subject to this Agreement may be transferred.
ARTICLE IX
Notice
Any notice, offer, acceptance or demand required
or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by registered or
certified mail to the address of ▇▇▇▇▇, Sr., Agatha, a
Stockholder or Permitted Transferee as the same shall
appear on the stock transfer book of the Corporation,
or the legal residence or place of business of the
Personal Representative of ▇▇▇▇▇, Sr., ▇▇▇▇▇▇ or any
Stockholder or Permitted Transferee or Trustee or, in
the case of the Corporation, the principal office of
the Corporation.
ARTICLE X
Specific Performance
The parties hereto hereby declare that it is
impossible to measure in money the damages which will
accrue to ▇▇▇▇▇, Sr., Agatha, any Stockholder,
Permitted Transferee or Personal Representative or
Trustee by reason of the failure to perform any of the
obligations under this Agreement. Therefore, if ▇▇▇▇▇,
Sr., Agatha, any Stockholder or Permitted Transferee or
any Personal Representative thereof or Trustee shall
institute any action or proceeding to enforce the
provisions hereof, any person against whom such action
or proceeding is brought hereby waives the claim or
defense therein that ▇▇▇▇▇, Sr., ▇▇▇▇▇▇, such
Stockholder, Permitted Transferee, Trustee or Personal
Representative has or may have an adequate remedy at
law, and such persons shall not urge in any such action
or proceeding the claim or defense that such remedy at
law exists, and shall consent to judgment granting
specific performance of this Agreement.
ARTICLE XI
Termination of Agreement
This Agreement shall terminate upon any of the
following events:
(a) Liquidation or dissolution of the
Corporation.
(b) The mutual agreement of the parties who
are from time to time bound by this Agreement to
its termination.
(c) If at any time all of the issued and
outstanding stock of the Corporation subject to
this Agreement shall be owned by ▇▇▇▇▇, Sr.,
Agatha or only one Stockholder or Permitted
Transferee who owns stock in the Corporation.
(d) At the option of ▇▇▇▇▇, Sr. or Agatha in
contemplation of a transfer or sale of
substantially all of the assets of the
Corporation, a sale of a controlling interest in
the Corporation or a merger or consolidation of
the Corporation or an underwritten public offering
of the stock of the Corporation.
ARTICLE XII
Miscellaneous
12.1. Additional Shares of Stock. The provisions
of this Agreement shall apply with respect to any
additional shares of the stock of the Corporation which
the Stockholders or their transferees shall acquire
whether by purchase, gift, stock dividend, stock split,
recapitalization, reorganization or by any other means.
12.2. Personal Representatives. For purposes of
this Agreement, the personal representatives of a
Stockholder or transferee shall be that person or
persons and/or corporation or corporations duly
appointed by the court exercising jurisdiction over the
administration of such Stockholder's or transferee's
estate.
12.3. Trustees as Successor. After the death of
the last to die of ▇▇▇▇▇, Sr. and Agatha, the rights,
options, powers and entitlements of ▇▇▇▇▇, Sr. and
Agatha under this Agreement shall vest in the Trustees
of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust as established by
▇▇▇▇▇, Sr. under a Trust Agreement dated August 24,
1992 and as it may subsequently be amended, or of any
other Living Trust that ▇▇▇▇▇, Sr. may create for his
primary benefit during his lifetime or of any Trust
created under such Living Trusts after the death of
▇▇▇▇▇, Sr.
12.4. Use of Words. The use of words of the
masculine gender is intended to include, wherever
appropriate, the feminine or neuter gender and vice
versa. The use of words of the singular is intended to
include, wherever appropriate, the plural and vice
versa.
12.5. Binding Effect. This Agreement shall be
binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, successors
and assigns.
12.6. Governing Law. This Agreement and all
questions arising in connection herewith shall be
governed by the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day, month and year
first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
STOCKHOLDERS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
IRREVOCABLE TRUST U/A
Dated December 21, 1984
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as
Custodian for ▇▇▇▇
▇▇▇▇▇▇▇ under the
Wisconsin Uniform Gifts
to Minors Act and
Wisconsin Uniform
Transfers to Minors Act
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as
Custodian for ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ under the
Wisconsin Uniform Gifts
to Minors Act and
Wisconsin Uniform
Transfers to Minors Act
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. as
Custodian for ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇. under the
Wisconsin Uniform Gifts
to Minors Act and
Wisconsin Uniform
Transfers to Minors Act
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
as Custodian for ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇., under the
Wisconsin Uniform Gifts
to Minors Act and
Wisconsin Uniform
Transfers to Minors Act
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. as
Custodian for ▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ under the
Wisconsin Uniform
Transfers to Minors Act
Form of Spousal Consent and Acknowledgment
I acknowledge that I have read the foregoing
Agreement and that I understand its contents. I am
aware that by its provisions my spouse agrees to sell
all shares of stock of the Corporation held by him or
her on this date, or hereafter acquired, upon the
occurrence of certain events. I am further aware that
included in such sale shall be any interest I have in
any such shares (including without limitation any right
or interest by operation of the Wisconsin Marital
Property Act, Chapter 766 of the Wisconsin Statutes or
by operation of any other law) and such interest of any
of my heirs, legatees or other transferees. I hereby
consent to such sale, approve the provisions of the
Agreement, agree to sell any interest I may have in any
such shares as required by the Agreement, agree that
those shares and my interest in them are subject to the
provisions of the Agreement and direct the Personal
Representative of my Estate to promptly comply with all
of the provisions of the Agreement, including without
limitation, Article V thereof. I further covenant and
agree that I will take no action at any time to hinder
the operation of the Agreement as to those shares or
any interest which I or my transferees have in them.
Date: ________________, 1995 Spouse:_______________________