ULRICH VOTING TRUST AGREEMENT
EXHIBIT
1
▇▇▇▇▇▇
VOTING TRUST AGREEMENT
THIS
▇▇▇▇▇▇ VOTING TRUST AGREEMENT, dated as of the 22nd
day of
December, 2006 (the "Voting Trust"), is entered into among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇.,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as voting trustees (the "Voting
Trustees") of this Voting Trust and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇. ▇▇▇▇▇▇") and such
other shareholders whose names are listed on Exhibit A attached hereto from
time
to time (individually, ▇▇▇. ▇▇▇▇▇▇ and such other shareholders referred to
herein as a "Shareholder" and collectively, the "Shareholders").
RECITALS
A.
▇▇▇.
▇▇▇▇▇▇ desires three million (3,000,000) shares of $1.00 par value common stock
(the "Shares") of Tri City Bankshares Corporation, a Wisconsin corporation
(the "Company") to be subject to the terms and conditions in this Voting Trust
in order to (1) stabilize the Company's business; (2) preclude, if
possible, dissension, litigation or deadlock upon the happening of certain
events; and (3) provide for the continuity of the Company.
B.
This
Voting
Trust
relates
solely to the Shares of the Company and relates to no other activity except
to
hold and vote the Shares of the Company.
C.
The
parties to this Voting Trust are not participants in any voting trust or related
agreement with respect to any bank or nonbank business other than this Voting
Trust.
AGREEMENTS
In
consideration of the recitals and the mutual agreements herein contained, the
parties hereto agree as follows:
1.
Deposit
of Shares; Issuance of Voting Trust Certificates.
(a) ▇▇▇.
▇▇▇▇▇▇ shall promptly deposit with the Voting Trustees the certificate(s)
evidencing the Shares (the "Share Certificates") duly
endorsed for transfer to the Voting Trustees or accompanied by proper
instruments duly executed to effect the transfer of the Shares to the Voting
Trustees. The parties acknowledge that this Voting Trust is created under
Wisconsin Statutes §180.0730.
(b) Immediately
following the deposit of the Share Certificates by ▇▇▇. ▇▇▇▇▇▇ pursuant to
Section 1(a) above, ▇▇▇. ▇▇▇▇▇▇ desires to transfer by a gift the
related Voting Trust Certificates to the persons (the "Gift Recipients") and
the
amounts set forth on Exhibit A. Upon receipt of the Share Certificates
pursuant to Section 1(a) above, the Voting Trustees shall cause to be
issued and delivered to the Gift Recipients Voting Trust Certificates, with
the
blanks therein appropriately completed, representing the Shares evidenced by
the
Share Certificates.
(c) Upon
the
written consent of a majority of the Voting Trustees, each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇., ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ may deposit up to an aggregate
amount of one thousand (1000) shares of the Company's common stock in this
Voting Trust. Any additional shares deposited in this Voting Trust shall be
deposited under the procedures described above and shall be deemed to be
"Shares" subject to this Agreement.
2.
Issuance
of the Shares to the Voting Trustee. When
the
Voting Trust is signed, the Voting Trustees prepare a list of the names and
addresses of all owners of beneficial interests in the Voting Trust, together
with the number and class of shares each transferred to the Voting Trust and
deliver copies of the list and the Voting Trust to the Company's principal
office, as required under Wisconsin Statutes §180.0730. The Voting Trustees
shall cause the Share Certificates deposited with them pursuant to Section
1
above to be surrendered to and canceled by the Company, and shall cause the
Company to issue and deliver to the Voting Trustees new share certificates
representing the Shares in the names of the Voting Trustees, as voting trustees,
which shall contain a legend stating that the Share Certificates are issued
pursuant and subject to the provisions of this Voting Trust. The Company's
stock
ledger shall indicate that the Share Certificates are subject to the provisions
of this Voting Trust. Except as herein provided, the Share Certificates issued
and delivered to the Voting Trustees pursuant to this Section 2 shall at all
times be and remain in the possession of the Voting Trustees or a depository
designated by the Voting Trustees. The Voting Trustees shall not sell, give,
assign, pledge, encumber or otherwise transfer any certificates representing
the
Shares other than as provided in this Voting Trust.
3.
Records
of Voting Trust Certificates.
(a) Records.
The
Voting Trustees shall keep or cause to be kept books of record of all Voting
Trust Certificates issued pursuant to this Voting Trust, and shall also fix
and
determine a place at which such books of record shall be kept and at which
Voting Trust Certificates may be transferred.
(b) Inspection
of Records of Voting Trust Certificates.
Any
owner of a Voting Trust Certificate shall have the right to inspect the books
of
record of the Voting Trust Certificates to be maintained by the Voting Trustees
pursuant to Section 3(a) above at the place at which such records are kept
at any reasonable time.
4.
Transfer
of Voting Trust Certificates.
(a) Requirements
for Transfer.
Voting
Trust Certificates may be transferred pursuant to this Section 4 provided
that such transfer is made in accordance with any restrictions on transfer
applicable to the Shares represented by the Voting Trust Certificates,
including, without limitation, any restrictions on transfer of the Shares under
the Stockholders Agreement
dated as of March 1, 1995 by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇
▇. ▇▇▇▇, Trustees of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Irrevocable Trust U/A dated December
21, 1984, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as
custodian for ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as custodian for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. as custodian for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇-▇▇▇▇▇▇ as custodian for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇.
as custodian for ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as amended by the Amendment of
Stockholders Agreement dated as of July 24, 1997 (the "Stockholders
Agreement").
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(b) Recordation
of Transfers.
All
permitted transfers of Voting Trust Certificates shall be recorded on the books
of record kept by the Voting Trustees. The Voting Trustees may treat the record
holder of the respective Voting Trust Certificates as the absolute owner thereof
for all purposes whatsoever and shall not be bound to recognize any equitable
interest in or claim to any such Voting Trust Certificate or the Shares
represented thereby on the part of any other party until transferred on such
books of record. The Voting Trustees shall not be required to make any transfer
of a Voting Trust Certificate upon such books of record except upon surrender
of
a Voting Trust Certificate to be transferred, properly assigned in such form
as
shall acceptable to the Voting Trustees, accompanied by such evidence as the
Voting Trustees may reasonably require as to the authority of any person other
than the record holder thereof who may seek to effect such transfer and as
to
the genuineness of the appropriate signatures. Upon each such transfer, the
Voting Trust Certificate surrendered for transfer shall be canceled and the
Voting Trustees shall issue a new Voting Trust Certificate to the transferee
and
the transferee shall, by acceptance thereof, assent to the terms and conditions
of this Voting Trust. Each Voting Trust Certificate issued upon the transfer
of,
in exchange for, or in addition to such Voting Trust Certificate, as provided
in
this Voting Trust, shall be substantially in the form attached hereto as Exhibit
B. By acceptance of a Voting Trust Certificate, each holder assents to and
agrees to be bound by all of the terms of this Voting Trust.
(c) Replacement
of Voting Trust Certificates.
If any
Voting Trust Certificate becomes mutilated, lost, or destroyed, the Voting
Trustees, under such conditions with respect to indemnity or otherwise as they,
in their discretion, may prescribe, may provide for the issuance of a new Voting
Trust Certificate in lieu of such lost or destroyed Voting Trust Certificate
or
in exchange for such mutilated Voting Trust Certificate.
5.
Powers
and Duties of Voting Trustees.
(a) Right
to Vote.
The
Voting Trustees shall be entitled to exercise all shareholder rights of the
Shareholders in respect of the Shares, including, but not limited to, the right
to exercise voting rights of such Shares on each matter submitted to the
Company's shareholders for their vote, consent, waiver, release, or other action
and the right to take part in any corporate or shareholders' action of the
Company, whether ordinary or extraordinary, by proxy or otherwise. The right
of
the Voting Trustees to exercise the voting rights of the Shares in accordance
with the terms hereof includes, but is not limited to, the exercise of voting
rights relating to the election and fixing of the number directors of the
Company, the changing of the Company's capital structure, the amendment of
the
Company's Articles of Incorporation or By-Laws, the reclassification of the
Shares, the purchase of assets by the Company, and the merger, consolidation,
liquidation or dissolution of the Company. The owners of Voting Trust
Certificates shall not have any right under such Voting Trust Certificates
or
under this Voting Trust or otherwise, to exercise the voting rights of the
Shares or to take part in any corporate or shareholders' action or to do or
perform any act or thing that shareholders of the Company are now or may
hereafter become entitled to do or to perform, for so long as the Shares owned
by each such Shareholder are held by the Voting Trustees, except to receive
cash
dividends and distributions when declared and paid and to review the books
and
records of the Company during normal business hours.
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(b) Discretion
of Voting Trustees; Manner of Acting.
(i) Subject
to Section 5(b)(ii) below, in exercising the voting rights of the Shares,
or in doing any act with respect to the control or management of the Company
or
its affairs, or otherwise acting hereunder, the Voting Trustees shall be free
to
exercise their full discretion. Notwithstanding anything to the contrary, the
Voting Trustees shall not have the right to sell, give, assign, pledge, encumber
or otherwise transfer any of the Shares other than as provided in this Voting
Trust.
(ii) Any
action taken by the Voting Trustees pursuant to the terms of this Voting Trust
must be authorized by the written consent or affirmative vote of a majority
of
the number of Voting Trustees holding such position at the time of such consent
or vote.
(c) Acting
as Director or Officer.
Each
Voting Trustee, or any representative of a Voting Trustee, may act as a
director, an officer or an employee of the Company and may vote for himself
or
herself as such and may have an ownership interest in the Company. Each Voting
Trustee, or any person with whom such Voting Trustee may be associated, or
any
entity of which any such person may be a member, or any corporation of which
any
such person may be a shareholder, director, or officer, may contract with the
Company or otherwise have a financial interest in any matter or transaction
to
which the Company may be a party or in which the Company may be in any way
concerned, as though he or she was not a Voting Trustee, but otherwise subject
to law.
(d)
Compensation.
The
Voting Trustees shall serve without compensation. Each Voting Trustee shall
be
reimbursed for all reasonable expenses, disbursements and advances incurred
or
made by such Voting Trustee in the performance of his or her duties hereunder.
The owners of the Voting Trust Certificates shall reimburse and indemnify each
Voting Trustee for all reasonable claims, expenses, and liabilities incurred
by
him or her in connection with the discharge of his or her duties under this
Voting Trust. Any such claims, expenses, or liabilities shall be charged to
the
Voting Trust Certificate owners, pro rata, and may be deducted from dividends
or
other distributions to them, or may be made a charge payable as a condition
to
the delivery of Share Certificates following the surrender to the Voting
Trustees of Voting Trust Certificates, and the Voting Trustees shall be entitled
to a lien therefor on the Shares, funds, or other property in their possession.
The Voting Trustees shall disclose in reasonable detail on an annual basis,
all
reimbursements received for reasonable expenses, disbursements, advances
incurred or made by the Voting Trustees in performance of their duties
hereunder.
(e) Immunities
of the Voting Trustees.
No
Voting Trustee shall incur any responsibility in his or her capacity as a voting
trustee, as a shareholder, or otherwise, by reason of any error of judgment
or
mistake of law or other mistake, for any act or omission of any agent or
attorney, for any misconstruction of this Voting Trust, or for any action of
any
sort taken or omitted hereunder or believed by him or her to be in accordance
with the provisions and intent hereof or otherwise, except solely for his or
her
own individual willful misconduct. In the discharge of his or her duties
hereunder, each Voting Trustee shall be fully protected in acting in reliance
upon any instrument, document, or paper believed by him or her to be genuine
and
to have been executed by the proper parties; and, shall likewise be fully
protected in issuing any Voting Trust Certificate or in taking or refraining
from taking any action hereunder in reliance upon any certificate or
certificates purporting to be duly signed, as to the existence or non-existence
of any fact or facts or the performance or non-performance of any act or acts
and may accept as conclusive any statement made in any such certificate. The
Voting Trustees shall not be required to give bond or security for the discharge
of their duties under this Voting Trust. The Voting Trustees may, in their
discretion, consult with counsel to be selected by them and shall incur no
liability in respect of any action taken on the advice of any such
counsel.
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(f) Dividends.
(i) The
record owner of each Voting Trust Certificate shall be entitled to receive
his
or her pro rata share of any dividends paid or distributed by the Company upon
the Shares represented by the Voting Trust Certificates and all other corporate
distributions made by the Company in respect of such Shares; provided, however,
that, if any such dividend or distribution includes shares of capital stock
of
the Company with voting rights, the certificates representing such shares of
stock shall be deposited with the Voting Trustee subject to the terms of this
Voting Trust, and the owner of the Voting Trust Certificate evidencing the
Shares upon which such dividend or distribution is made shall be entitled to
receive a new Voting Trust Certificate representing such newly-deposited shares
of capital stock with voting rights.
(ii) The
record date fixed by the Company for the purpose of the payment of any dividend
or for the making of any other distribution shall be the record date for the
purpose of payment distribution to the owners of Voting Trust Certificates,
and
whenever any such record date shall be fixed, the owners of record of Voting
Trust Certificates at the date so fixed shall exclusively be entitled to
participate in the payment or distribution. Upon receipt by the Voting Trustee
of any dividend or other distribution in respect of any Shares held by the
Voting Trustee, the Voting Trustees shall promptly distribute the funds or
property so received by them to the owners of Voting Trust Certificates to
whom
such funds or property should have been distributed by the Company if the
foregoing provisions hereof had been observed.
(iii) Notwithstanding
the foregoing provisions of this Section 5, if the Company shall reclassify
its
Shares, reorganize, sell all or substantially all of its assets with or without
dissolution, consolidate with or merge into another corporation, or if another
corporation shall merge into the Company, the shares of capital stock into
which
the Shares then on deposit hereunder shall be reclassified and any shares of
capital stock issued in exchange or substitution for the Shares then on deposit
hereunder shall, if they are a non-voting shares, be distributed in accordance
with the provisions of this Voting Trust directly to the record owners of
outstanding Voting Trust Certificates, issued in respect of such Shares; or,
if
they are voting shares, they shall become subject to the terms and conditions
of
this Voting Trust as if such voting shares had been originally deposited
hereunder, and shall be deposited with the Voting Trustees, and the owner of
outstanding Voting Trust Certificates shall be entitled to receive new Voting
Trust Certificates representing such newly deposited shares of capital stock
with voting rights.
(iv) In
the
event that the Company allows cash dividends to be converted into, or to
purchase shares of the Company's capital stock pursuant to the Company's
Automatic Dividend Reinvestment Plan or similar program (the "DRIP"), the record
owner of each Voting Trust Certificate may notify the Voting Trustees of the
portion of the cash dividends attributable to the Shares represented by his
or
her Voting Trust Certificate to be reinvested in shares of the Company (the
"DRIP Shares"). Upon receipt of such notice, the Voting Trustees shall notify
the Company's transfer agent of the number of Shares that should be subject
to
the DRIP. Upon receipt of any DRIP Shares, the Voting Trustees shall notify
the
Company's transfer agent that the DRIP Shares should be titled directly in
the
name of the Shareholder who elected to participate in the DRIP. Any DRIP Shares
received by a Shareholder shall not be subject to the terms of this Voting
Trust.
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(g) Deductions
for Distributions.
There
shall be deducted and withheld from every distribution of every kind under
this
Voting Trust any taxes, assessments, or other charges that may be required
by
law to be deducted or withheld, as well as expenses and charges incurred
pursuant to Section 5(d), to the extent that the expenses and charges remain
unpaid or unreimbursed.
6.
Resignation,
Death or Disability of a Voting Trustee.
(a) Resignation
of a Voting Trustee.
A
Voting Trustee may at any time resign by delivering to the owners of the Voting
Trust Certificates his or her resignation in writing, to take effect not less
than ten days after delivery. Promptly following the effectiveness of such
resignation, the resigned Voting Trustee shall transfer any property held by
him
or her pursuant to this Voting Trust to the remaining Voting
Trustees.
(b) Death
or Disability of a Voting Trustee.
The
rights and duties of a Voting Trustee shall terminate on his or her death or
disability and no interest in any of the property owned or held hereunder nor
any of the rights or duties of the Voting Trustee may be transferred by will,
devise, succession, or in any manner, except as provided in this Voting Trust.
The heirs, administrators, and executors of a Voting Trustee shall, however,
have the right and absolute duty to convey any property held by the Voting
Trustee to the successor Voting Trustee, if any, or to the Shareholders promptly
upon termination of this Voting Trust. For purposes of this Voting Trust,
disability shall mean the inability of a Voting Trustee to perform
satisfactorily his or her duties hereunder for a period of 120 days in the
aggregate out of 150 consecutive days as a result of a physical or mental
illness or other disability, which, in the written opinion of a physician of
recognized ability and reputation, makes it highly likely that such illness
or
disability will continue for a significant period of time.
(c) Successor
Voting Trustee.
(i) Subject
to the approval of the other Voting Trustees as provided herein, each Voting
Trustee shall have the right to name one or more potential successors to serve
as Voting Trustee if, for any reason, such Voting Trustee ceases be a Voting
Trustee under this Voting Trust; provided however, that any successor appointed
by a Voting Trustee must meet the following requirements (an "Eligible
Successor"): [a] an individual at least 21 years of age, and [b] a Permitted
Transferee under the Stockholders Agreement. If a Voting Trustee names more
than
one potential successor, he or she shall also indicate the order in which such
potential successors shall be eligible to serve as successor Voting Trustee.
At
the time this Voting Trust is executed, each of the Voting Trustees shall submit
to one another a list of their initial potential successors, in the order in
which such initial potential successors shall be eligible to serve as Voting
Trustee. The other Voting Trustees shall have a 60 day period after the list
of
initial potential successors is provided in which to provide written notice
of
objection to one or more of the initial potential successors. If the remaining
Voting Trustees fail to provide written notice of objection to the initial
potential successors, such initial potential successors (the "Approved
Successors") shall be deemed approved by the Voting Trustees and no other
opportunity for objection shall be provided at the time such successor is
appointed pursuant to Section 6(b)(iii) below. An objection notice is only
effective if both remaining Voting Trustees provide such written notice.
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(ii) Any
Voting Trustee may remove or change the order of eligibility of any potential
successor Voting Trustee on his or her list of Approved Successors at any time
upon notice to the other Voting Trustees. A Voting Trustee may propose to name
additional potential successors (meeting the requirements of an Eligible
Successor as defined above) to the list of Approved Successors at any time;
however, such additional potential successors shall be subject to the approval
of the other Voting Trustees. Upon receiving notice that a Voting Trustee has
proposed to name additional potential successors, the two remaining Voting
Trustees shall have 60 days to provide written notice of objection to the
appointment of such additional potential successors. If the remaining Voting
Trustees fail to provide written notice of objection within such 60 day period,
then the appointment of the additional potential successor Voting Trustee shall
be deemed approved and such additional potential successor shall become an
Approved Successor. An objection notice is only effective if both remaining
Voting Trustees provide such written notice.
(iii) Upon
the
death, disability or resignation of a Voting Trustee, the remaining Voting
Trustees shall provide notice to the first potential Approved Successor of
the
opportunity to accept appointment as a successor Voting Trustee and shall
include with such notice a copy of this Voting Trust. Such Approved Successor
shall have 10 days from receipt of such notice to accept designation as a
successor Voting Trustee by executing and delivering to the remaining Voting
Trustees a counterpart signature page to this Voting Trust in the form attached
hereto as Exhibit C ("Counterpart Signature Page"). If such Counterpart
Signature Page is not executed and delivered to the remaining Voting Trustees
within such 10 day time period, such Approved Successor shall not serve as
a
Voting Trustee. At the end of such 10 day period, the remaining Voting Trustees
shall provide notice to the next Approved Successor and provide such Approved
Successor a 10 day opportunity to accept designation as a successor Voting
Trustee by executing and delivering to the remaining Voting Trustees a
Counterpart Signature Page. Such process shall be repeated until an Approved
Successor executes a Counterpart Signature Page or there are no more Approved
Successors, in which case a successor Voting Trustee may be chosen by the
procedure described in Section 6(b)(v) below.
(iv) In
the
event that a Voting Trustee names his or her spouse as a potential successor
and
at any time a petition for divorce is filed by either the potential successor
spouse or the former Voting Trustee, then such potential successor spouse shall
be immediately disqualified from serving as a Voting Trustee and shall no longer
be an Approved Successor. At any time a petition for divorce is filed while
the
successor spouse is serving as a Voting Trustee, the successor spouse shall
be
immediately removed from the position of Voting Trustee and the next Approved
Successor who executes a Counterpart Signature Page shall become the successor
Voting Trustee. If no other Approved Successor is named, a successor Voting
Trustee may be chosen by the procedure described in Section 6(b)(v)
below.
(v) If,
for
any reason, a Voting Trustee ceases to be a Voting Trustee under this Voting
Trust and such Voting Trustee has failed to name his or her own potential
successor Voting Trustee or his or her Approved Successors do not accept
designation as a Voting Trustee, a successor Voting
Trustee shall be designated by majority vote of the shares held by the holders
of the Voting Trust Certificates. If they fail to so designate a successor
Voting Trustee within 60 days following notice of death, disability or
resignation of the Voting Trustee, one or more holders of the Voting Trust
Certificates or the resigning Voting Trustee may petition any court of competent
jurisdiction in the County of Milwaukee, State of Wisconsin for appointment
of a
successor Voting Trustee. Any potential successor Voting Trustee designated
pursuant to this section must meet the requirements of an Eligible Successor,
as
defined in Section 6(b)(i) above.
7
(vi) Upon
acceptance of designation as a successor Voting Trustee and execution of a
Counterpart Signature Page, the successor Voting Trustee shall have all of
the
rights and duties of the predecessor Voting Trustee hereunder, including but
not
limited to the right to appoint his or her successors; provided, however, that
in the event that a successor spouse is removed as provided in Section 6(b)(v)
above, the next Approved Successor named by the Voting Trustee who appointed
such successor spouse shall be appointed Voting Trustee.
7.
Termination.
(a) Duration.
Except
as otherwise provided in Sections 7(b) and (c) below, this Voting Trust shall
terminate on 11:59 p.m. (central standard time) on the day immediately preceding
the twenty-fifth anniversary of this Voting Trust.
(b) Termination
by Voting Trustees.
This
Voting Trust may, at any time, be terminated by the unanimous consent of the
Voting Trustees. Written notice of such termination shall be given by the Voting
Trustees to all of the owners of the outstanding Voting Trust Certificates
pursuant to the provisions of Section 8 below. Such notice shall specify
the time and manner of delivery of certificates representing the Shares
following the surrender and cancellation of the respective Voting Trust
Certificates as described in Section 7(d) below.
(c) Termination
Upon Sale.
Upon
the transfer for value of economic beneficial ownership of any Shares to anyone
other than a Shareholder, provided such transfer is made in accordance with
the
Stockholder Agreement and any other agreements entered into by the Company
or
the Shareholders which may restrict the transfer of such Shares for certain
periods of time, such transferred Shares shall no longer be subject to this
Voting Trust.
(d) Obligations
of Voting Trustee Upon Termination.
Upon
the termination of this Voting Trust or transfer of Shares pursuant to
section 7(c) above, the
owners of the Voting Trust Certificates shall surrender their respective Voting
Trust Certificates to the Voting Trustees who shall deliver to the Company
the
certificates representing the Shares, and the Secretary of the Company shall
then issue or caused to be issued certificates representing the Shares to the
appropriate respective owners of the Voting Trust Certificates. If, at the
expiration of four months after termination of this Voting Trust, any Voting
Trust Certificate shall not have been surrendered to the Voting Trustees, they
may, in their discretion and deliver the certificates representing such Shares
to the Secretary of the Company to be held by the Company for the owners of
any
such Voting Trust Certificates to be delivered to such owners upon surrender
of
their respective Voting Trust Certificates, whereupon all responsibilities
of
the Voting Trustees with respect thereto shall cease. Notwithstanding the
termination of this Voting Trust, the Voting Trustees shall thereafter have
the
power to take or cause to be taken such further and other action as they may
deem necessary or desirable to conclude promptly the duties imposed upon them
in
this Voting Trust; provided however, that after the termination of this Voting
Trust, they shall have no authority to exercise any voting rights of the
Shares.
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8.
Notice.
(a) Notice
to Owners of Voting Trust Certificates.
All
notices required or permitted to be given to owners of Voting Trust Certificates
may be given by personally delivering or mailing the same to such record owners
at the last addresses furnished in writing by such owners to the Voting
Trustees, and any notice when so delivered or mailed shall be considered as
served on the respective owners of Voting Trust Certificates.
(b) Notice
to Voting Trustees.
Any
notice required or permitted to be given to the Voting Trustees shall be sent
to:
▇▇▇▇▇
▇.
▇▇▇▇▇▇, ▇▇.
c/▇
▇▇▇▇▇▇ Family Trusts
▇.▇.
▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
c/▇
▇▇▇▇▇▇ Family Trusts
▇.▇.
▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
c/▇
▇▇▇▇▇▇ Family Trusts
▇.▇.
▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
or
such
other addresses as shall be designated in writing by the Voting Trustees to
the
owners of Voting Trust Certificates. Any Voting Trustee receiving such notice
shall promptly forward the notice to the other Voting Trustees.
9.
Payment
of Taxes.
If at
any time any tax is payable by the Voting Trustees in respect of the ownership
of the Shares held by them or in respect of any dividends, distributions, or
other rights in respect of the Shares, the tax may be paid out of any assets
of
the Voting Trust created by this Voting Trust or any dividends or distributions
received by the Voting Trustees; provided, however, that the Voting Trustees
shall be fully reimbursed by the Shareholders, on a pro rata basis based upon
Share ownership, for any such payments by the Voting Trustees not satisfied
out
of the assets of the voting trust created by this Voting Trust or dividends
or
distributions received by the Voting Trustees.
9
10. Amendment.
If at
any time, the Voting Trustees deem
it
desirable to amend this Voting Trust in any respect, they shall give notice
of
such proposed amendment to the owners of the outstanding Voting Trust
Certificates. Such amendment shall become effective upon the written consent
of
the owners of a majority in interest of the outstanding Voting Trust
Certificates based on the number of Shares represented by such Voting Trust
Certificates or at a meeting of Shareholders. If the Voting Trustees deem it
desirable to have a meeting to approve any proposed amendment, the Voting
Trustees shall give notice, which shall be in writing and be given at least
fifteen (15) days prior to the proposed meeting, and which shall state that
the
purpose of the meeting is to consider the amendment of this Voting Trust and
shall be accompanied by a copy of the proposed amendment. If at such meeting
the
proposed amendment or any modification thereof is approved by the owners of
a
majority interest of the outstanding Voting Trust Certificates based on the
number of Shares represented by such Voting Trust Certificates, a certificate
to
that effect shall be made and verified by a Secretary elected at such meeting
and filed with the Voting Trustees. Upon such written consent or approval and
the filing of such written consents or said certificate with the books of record
kept by the Voting Trustees, the proposed amendment or modification thereof
shall become a part of this Voting Trust with like force and effect as of
originally incorporated herein.
11. Miscellaneous.
(a) Acceptance
by Voting Trustees.
The
Voting Trustees accept the trust hereunder and agree to perform as trustees
upon
the terms and conditions of this Voting Trust.
(b) Parties
to Agreement.
This
Voting Trust shall be binding upon and shall operate for the benefit of the
Shareholders and the Voting Trustees and their respective heirs, estates,
personal representatives, successors and permitted assigns, and shall be binding
upon any transferee of the Shares or Voting Trust Certificates from a
Shareholder. Subject to the terms of Section 7(c) above, the name of any
permitted transferee of the Shares or Voting Trust Certificates from a
Shareholder shall be added or be deemed to be added to the attached Exhibit
A
and each
such person shall be considered a "Shareholder" and collectively the
"Shareholders" for purposes of this Voting Trust.
(c) Entire
Agreement.
This
Voting Trust represents the entire understanding among the parties and
supersedes any prior understanding and agreements between them respecting the
within subject matter hereof. There are no representations, agreements,
arrangements, or understandings, oral or written, between or among the parties
hereto relating to the subject matter of this Voting Trust which are not fully
expressed herein.
(d) Survival.
This
Voting Trust shall be binding upon and inure to the benefit of the heirs,
executors, administrators successors, and assigns of the parties
hereto.
10
(e) Counterparts;
Facsimile Signatures.
This
Voting Trust may be executed in one or more counterparts, each of which shall
be
deemed to be an original, and such counterparts shall together constitute one
and the same instrument. The execution by any one party of any counterpart
shall
be sufficient execution by that party, whether or not the same counterpart
has
been executed by any other party. Facsimile copies of any of the parties'
signatures shall be deemed effective execution of this Voting Trust by such
party.
(f) Fractional
Shares.
Whenever necessary, the Voting Trustees may issue Voting Trust Certificates
for
fractional shares of the Company's capital stock.
(g) Governing
Law.
The
validity of this Voting Trust or any part hereof, and the interpretation and
enforcement of all provisions hereof, shall be governed by and construed and
enforced in accordance with the laws of the State of Wisconsin, regardless
of
said State's conflicts of laws principles.
(h) Invalidity.
The
invalidity of any term or provisions of this Voting Trust shall not affect
the
validity of the remainder of this Voting Trust and this Voting Trust shall
be
enforced to the greatest extent permitted by law.
(i) Headings.
The
Section headings contained in this Voting Trust are for reference purposes
only
and shall not affect in any way the meaning or interpretation of this Voting
Trust.
(Signature
Page Follows)
11
IN
WITNESS WHEREOF, the parties hereto have executed this Voting Trust Agreement
as
of the date first written above.
VOTING
TRUSTEES:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇.
▇▇▇▇▇
▇.
▇▇▇▇▇▇, ▇▇.
/s/
▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
/s/
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
SHAREHOLDER:
/s/
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
12
EXHIBIT
A
GIFT
RECIPIENTS
|
Shareholder
|
Number
of Shares Represented by
Voting
Trust Certificates
|
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇.
|
750,000
|
|
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
750,000
|
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
750,000
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
|
750,000
|
13
EXHIBIT
B
FORM
OF
VOTING TRUST CERTIFICATE
TRI
CITY
BANKSHARES CORPORATION
No.
___________________
______ Shares of Common
Stock
The
undersigned, who are the Voting Trustees under that certain ▇▇▇▇▇▇ Voting Trust
Agreement dated as of _________________, 2006 (the "Voting Trust"), having
received certain shares of common stock, par value $1.00 per share ("Common
Stock"), of TRI CITY BANKSHARES CORPORATION, a Wisconsin corporation (the
"Company"), hereby certify, pursuant to the terms of the Voting Trust, that
____________________ will be entitled to receive a certificate for _____________
fully paid shares of Common Stock on the expiration or termination of the Voting
Trust.
Until
termination of the Voting Trust, the holder of the Voting Trust Certificate,
or
his or her successors and assigns, is entitled to all benefits and interests
and
subject to all of the terms specified in the Voting Trust (which is on file
with
the Corporation), including but not limited to, the right to receive payments
equal to the distribution or dividends, if any, received by the undersigned
Voting Trustees upon a like number of shares of stock of the
Corporation.
This
Voting Trust Certificate is transferable only on the books of the Voting
Trustees by the registered holder hereof either in person or by attorney, duly
authorized in writing, upon surrender hereof, properly endorsed, and in
accordance with other requirements established by the Voting Trustees for that
purpose; provided, however, that transfer of this Voting Trust Certificate
is
subject to the terms and conditions set forth in the Voting Trust and the
Stockholders Agreement as defined in Section 4(a) of the Voting
Trust.
Until
so
surrendered, the Voting Trustees and all other persons dealing with Voting
Trust
Certificates may treat the registered holder as the owner hereof for all
purposes whatsoever, any notice to the contrary notwithstanding, and every
holder hereof, by accepting this Voting Trust certificate, assents to and agrees
to be bound by all of the terms of this Voting Trust Certificate, the Voting
Trust and the Stockholders Agreement, as defined in Section 4(a) of the Voting
Trust.
IN
WITNESS WHEREOF, the undersigned have executed this Voting Trust Certificate
as
of the ____ day of ____________, 2006.
____________________________________
▇▇▇▇▇
▇.
▇▇▇▇▇▇, ▇▇., Voting Trustee
____________________________________
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Voting Trustee
____________________________________
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇, Voting Trustee
14
EXHIBIT
C
FORM
OF
COUNTERPART SIGNATURE PAGE
COUNTERPART
SIGNATURE PAGE
This
page constitutes
a counterpart signature page to the Voting Trust Agreement made and entered
into
as of ____________, 2006, with respect to shares of common stock, par value
$1.00 per share, of TRI CITY BANKSHARES CORPORATION, a Wisconsin corporation.
The undersigned party hereby agrees to be bound by the terms thereof as a
successor Voting Trustee.
VOTING
TRUSTEE:
____________________________________
Signature
of Voting Trustee
The
following address shall be used for any notices
required to
be made to the above signed Voting
Trustee
under the terms of the Voting Trust.
____________________________________
(Print
name of Voting Trustee)
____________________________________
Address
____________________________________
City,
State and Zip Code
15