EXHIBIT 9
CONSENT OF PARTIES TO
SHAREHOLDER AGREEMENT
CENTRAL TEXAS BANCORP, INC.
The undersigned shareholders, signatories to that certain Shareholder
Agreement dated July 21, 1988, and amended by a First Amendment To Shareholder
Agreement dated November 10, 1992, (together, the "Shareholder Agreement"),
hereby consent to and direct that X. Xxxxxx Xxxxxxx, as the Trustee under the
Shareholder Agreement, and any successor Trustee named in accordance with the
Shareholder Agreement (collectively, the "Trustee") vote the 201,136 shares of
common stock, $10.00 par value, of Central Texas Bancorp, Inc. (the
"Corporation") held by the Trustee under the Shareholder Agreement (the "Voting
Trust Stock") in favor of the Agreement and Plan of Merger by and Between
Compass Bancshares, Inc. and Central Texas Bancorp, Inc. (the "Merger
Agreement") dated as of March 14, 1997, and the other agreements and
transactions contemplated thereby. The Trustee be and is hereby authorized and
directed to take all appropriate and necessary action for and on behalf of the
Trustee, the Voting Trust, and the undersigned shareholders (a) consistent with
the Merger Agreement, (b) to comply with the terms of the Merger Agreement, and
(c) to consummate the transactions contemplated by the Merger Agreement.
The undersigned shareholders further hereby consent and agree that upon the
closing of the transactions contemplated by the Merger Agreement, the
Shareholder Agreement shall be considered terminated without further action of
the undersigned shareholders, all shares of Compass Bancshares, Inc. ("Compass")
stock issuable pursuant to the Merger Agreement shall be issued directly to the
undersigned shareholders in the amounts evidenced by their Voting Trust
Certificates, and the Trustee will provide instructions to Compass or its
transfer or
exchange agent to issue the Compass stock as set forth herein. Each of the
undersigned shareholders agrees that he or she will not voluntarily take any
action or fail to take any action which could result in (i) the release of any
shares of the Voting Trust Stock from the Shareholder Agreement or (ii) the
termination or amendment of the Shareholder Agreement with respect to some or
all of the Voting Trust Stock prior to the meeting of shareholders of the
Corporation held for the purpose of voting on the Merger Agreement, or any
adjournment thereof, in a manner that would prevent the Voting Trust Stock from
being voted in favor of the Merger Agreement as set forth herein.
This Consent may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute but
one Consent.
DATE TRUSTEE
---- -------
March 11, 1997 /S/ X. Xxxxxx Xxxxxxx
-----------------------------------
X. Xxxxxx Xxxxxxx, Trustee
NO. OF
SHARES DATE SHAREHOLDER
------- ---- -----------
15,780 March 11, 1997 /S/ X.X. Xxxxxx, Xx.
-----------------------------------
X.X. Xxxxxx, Xx.
11,992 March 11, 1997 BAILEYCO, INC.
By: /S/ X.X. Xxxxxx, Xx.
-----------------------------------
X.X. Xxxxxx, Xx., President
-2-
*15,472 March 11, 1997 /S/ X. Xxxxxx Xxxxxxx
-----------------------------------
X. Xxxxxx Xxxxxxx
*2,408 March 12, 1997 /S/ Xxxxxx Xxxxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx Xxxxxxx
984 March 11, 1997 XXXXXX XXXX XXXXXXX ESTATE
By: /S/ X. Xxxxxx Xxxxxxx
-----------------------------------
X. Xxxxxx Xxxxxxx, Independent
Executor of the Estate of
Xxxxxx Xxxx Xxxxxxx, Deceased
1,968 March 11, 1997 XXXXXX XXXXXXXX XXXXXXX TRUST
By: THE TEXAS NATIONAL BANK OF
WACO, Trustee
By: /S/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Trust Officer
9,972 March __, 1997 /S/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
13,082 March 11, 1997 /S/ X. Xxxxxx Xxx
-----------------------------------
X. Xxxxxx Xxx
3,214 March __, 1997 /S/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
100 March 11, 1997 /S/ Xxxxx X. Xxxx
-----------------------------------
Xxxxx X. Xxxx
-3-
326 March 12, 1997 /S/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
8,000 March 12, 1997 XXXXX MEMORIAL, INC.
By: /S/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx, Chairman of the Board
12,254 March 11, 1997 /S/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx
7,232 March 11, 1997 /S/ Xxx Xxxxxx, III
-----------------------------------
Xxx Xxxxxx, III
8,502 March 11, 1997 /S/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
12,784 March 11, 1997 /S/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
19,686 March 12, 1997 TIME MANUFACTURING COMPANY
By: /S/ Xxxxxxx Xxxxx
-----------------------------------
Xxxxxxx Xxxxx, President
**4,902 March 11, 1997 /S/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
**4,902 March 11, 1997 /S/ Xxxx Xxxxx
-----------------------------------
Xxxx Xxxxx
***96 March 11, 1997 /S/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
-4-
****96 March 11, 1997 /S/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
14,262 XXXXX, XXXXXX, XXXXX & XXX
EMPLOYEES PROFIT SHARING PLAN & TRUST
March 12, 1997 By: /S/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, Ancillary Trustee
of the Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing Plan & Trust
March 12, 1997 By: /S/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx, Ancillary Trustee of the
Naman, Xxxxxx, Xxxxx & Lee Employees
Profit Sharing Plan & Trust
March 12, 1997 By: /S/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx, Ancillary Trustee of
the Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing Plan & Trust
19,900 March 11, 1997 BOSQUE REALTY, LTD.
By: GRAY FAMILY MANAGEMENT
COMPANY, General Partner
By: /S/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx, President
19,900 March 11, 1997 XXXXXXX ENTERPRISES, LTD.
By: XXXXXXX MANAGEMENT CO.,
General Partner
By: /S/ X. Xxxxxx Xxxxxxx
--------------------------------
X. Xxxxxx Xxxxxxx, President
-5-
--------------
* includes 1,776 shares owned jointly with spouse
** held jointly with spouse
*** held in the name Xxxxxx X. Xxxxx and/or Xxxxxxx X. Xxxxx (a minor)
**** held in the name Xxxxxx X. Xxxxx and/or X. Xxxxxx Xxxxx (a minor)
-6-
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
This First Amendment is made and entered into on November 10, 1992, by and
among X. X. Xxxxxx, Xx., X. Xxxxxx Xxxxxxx and Xxxxx Xxxxxx, as trustees of the
Voting Trust created under Article 2 of the Shareholders Agreement (as
hereinafter defined) and those shareholders of Central Texas Bancorp, Inc., a
Texas corporation ("Central"), who execute the signature page of this First
Amendment as Shareholders.
R E C I T A L S
- - - - - - - -
A. The Shareholders listed on the attached Exhibit A (the "Shareholders")
are subject to a Shareholders Agreement dated July 21, 1988, with respect to the
number of shares of outstanding common stock of Central set opposite each
Shareholder's name listed on the attached Exhibit A.
B. Pursuant to Section 4.1 of the Shareholders Agreement, the
Shareholders may amend the Agreement by written agreement of owners of two-
thirds of the Beneficial Shares which are subject to the provisions of the
Shareholders Agreement.
C. The Shareholders desire to amend the Shareholders Agreement (i) to
provide for one Trustee rather than three Trustees and (ii) to change the
percentage of shares necessary to take certain action pursuant to the
Shareholders Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall
have the meaning assigned to them in the Shareholders Agreement.
2. Resignations of Trustees. X. X. Xxxxxx, Xx. ("Xxxxxx) and Xxxxx
Xxxxxx ("Xxxxxx") hereby resign as Trustees of the Voting Trust created in the
Shareholders Agreement. All references in the Shareholders Agreement to Trustees
shall hereafter be deemed to be a reference to Trustee. Section 1.1(d) of the
Shareholders Agreement is hereby amended in its entirety to read as follows:
(d) "Trustee" shall mean X. Xxxxxx Xxxxxxx or the person or entity that
hereafter becomes a success or substitute trustee pursuant to the
terms of the Voting Trust created by Article II of this Agreement.
The stock certificate of Central issued in the name of Xxxxxx, Xxxxxx and X.
Xxxxxx Xxxxxxx, Trustees shall be reissued to X. Xxxxxx Xxxxxxx, Trustee.
EXHIBIT A
CENTRAL TEXAS BANCORP, INC.
SHAREHOLDERS VOTING TRUST
MARCH 31, 1992
SHAREHOLDER SHARES HELD
X. X. XXXXXX XX. 7,828
XXXXXXX X. XXXXXXX XX. 400
BAILEYCO, INC. 5,996
X. XXXXXX AND/OR XXXXXX XXXXXXX 888
X. XXXXXX XXXXXXX 15,712
ESTATE OF XXXXXX XXXX XXXXXXX 492
XXXXXX XXXXXXXX XXXXXXX 1,316
XXXXXX XXXXXXXX XXXXXXX TRUST 984
XXXXX MEMORIAL INC. 4,000
XXXXX XXXXX 144
XXXXX X. XXXX 10,000
XXXXX X. XXXXXX 4,964
XXXX XXXXXXX 6,364
X. XXXXXXX AND/OR XXXXXX X. XXXXX 48
XXXXXXX X. AND/OR XXXXXX X. XXXXX 48
XXXXXX X. AND/OR XXXX XXXXX 2,440
X. XXXXXX XXX 6,512
XXXXX, XXXXXX, XXXXX & XXX PROFIT SHARING PLAN 7,100
XXXXX X. XXXXXX 6,100
XXXX X. XXXXXXX 1,600
XXXXX X. XXXXX 4,232
XXX XXXXXX 3,600
TIME MANUFACTURING CO. INC. 9,800
-------
TOTAL SHARES IN TRUST 100,568
-------
WAIVER OF RIGHT OF FIRST REFUSAL
This Waiver Of Right Of First Refusal is executed by the Trustee and
Shareholders who are parties to that certain Central Texas Bancorp, Inc.
Shareholders Agreement dated July 21, 1988, As Amended (the "Shareholders
Agreement").
R E C I T A L S
X. Xxxxx Memorial, Inc. has exercised an option to purchase from Xxxxxxx
X. Xxxxxxx, Xx. eighteen beneficial shares in the Voting Trust created by the
Shareholders Agreement. Xxxxx Memorial, Inc. desires to transfer that option to
purchase those eighteen beneficial shares to Xxxxx Xxxxx and allow Xxxxx Xxxxx
to exercise that option and to purchase those eighteen beneficial shares,
without the necessity of complying with the provisions of the Shareholders
Agreement.
X. Xxxxxx Xxxxxxxx Xxxxxxx, X. Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx Xxxxxxx
jointly, Xxxxxx Xxxx Xxxxxxx Estate, and Xxxxxx Xxxxxxxx Xxxxxxx Trust have each
exercised an option to purchase from Xxxxxxx X. Xxxxxxx, Xx. six, four, two, and
four beneficial shares, respectively, in the Voting Trust. They desire to
transfer those options to purchase those beneficial shares to X. Xxxxxx Xxxxxxx
and allow X. Xxxxxx Xxxxxxx to exercise those options and to purchase those
beneficial shares, without the necessity of complying with the provisions of the
Shareholders Agreement.
D. The undersigned Shareholders who are the parties to the Shareholders
Agreement, desire to consent to the transfers of these options and beneficial
shares as set out above and to waive any rights they may have under Article III
of the Shareholders Agreement with respect to such transfers.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein shall
have the meaning given them in the Shareholders Agreement.
2. Waiver Of Right Of First Refusal. The undersigned Shareholders hereby
consent to the transfers of the options and to the transfers of the rights to
purchase beneficial shares and to the transfers of the beneficial shares as set
out above. The undersigned Shareholders agree that it shall not be necessary
for the transferors to comply with the requirements of Article III of the
Shareholders Agreement with respect to these transfers or these beneficial
shares. The undersigned Shareholders hereby waive any rights they may have to
acquire these beneficial shares pursuant to Article III of the Shareholders
Agreement by reason of these transfers. The provisions of this paragraph shall
apply only to the transfers specifically identified in this
1
Agreement and shall not apply to any subsequent transfers of these options or of
these beneficial shares or to any other shares or voting certificates subject to
the Shareholders Agreement.
3. Agreement To Be Bound. The transferees hereby agree to be bound by
and to comply with the terms and conditions of the Shareholders Agreement with
regard to these beneficial shares to be transferred. These beneficial shares
shall be subject to the terms and conditions of the Shareholders Agreement.
4. Counterparts. This Agreement may be executed in several counterparts,
each copy of which shall serve as an original for all purposes, but all
copies shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the dates set opposite their names below.
No. Of Beneficial
Shares Date Trustee
----------------- ---- -------
-- 2/9/93 /S/ X. Xxxxxx Xxxxxxx
_________________________________
X. Xxxxxx Xxxxxxx, Trustee
Shareholders
------------
7,828 2/9/93 /S/ X. X. Xxxxxx, Xx.
_________________________________
X. X. Xxxxxx, Xx.
5,996 2/9/93 BAILEYCO, INC.
By: /S/ X. X. Xxxxxx, Xx.
_________________________________
X. X. Xxxxxx, Xx.
15,712 2/17/93 /S/ X. Xxxxxx Xxxxxxx
_________________________________
X. Xxxxxx Xxxxxxx
1,316 2/17/93 /S/ Xxxxxx Xxxxxxxx Xxxxxxx
_________________________________
Xxxxxx Xxxxxxxx Xxxxxxx
2
888 2/17/93 /S/ X. Xxxxxx Xxxxxxx
_________________________________
X. Xxxxxx Xxxxxxx
2/17/93 /S/ Xxxxxx Xxxxxxxx Xxxxxxx
_________________________________
Xxxxxx Xxxxxxxx Xxxxxxx
492 2/17/93 XXXXXX XXXX XXXXXXX ESTATE
By: /S/ X. Xxxxxx Xxxxxxx
_________________________________
X. Xxxxxx Xxxxxxx, Ind. Ex.
984 2/17/93 XXXXXX XXXXXXXX XXXXXXX TRUST
By: /S/
_________________________________
________________________
4,964 2/9/93 /S/ Xxxxx X. Xxxxxx
_________________________________
Xxxxx X. Xxxxxx
6,512 2/9/93 /S/ X. Xxxxxx Xxx
_________________________________
X. Xxxxxx Xxx
1,600 2/9/93 /S/ Xxxx X. Xxxxxxx
_________________________________
Xxxx X. Xxxxxxx
10,000 2/9/93 /S/ Xxxxx X. Xxxx
_________________________________
Xxxxx X. Xxxx
144 2/9/93 /S/ Xxxxx Xxxxx
_________________________________
Xxxxx Xxxxx
3
4,000 2/9/93 XXXXX MEMORIAL, INC.
By: /S/ Xxxxx Xxxxx
_________________________________
Xxxxx Xxxxx
6,100 2/9/93 /S/ Xxxxx Xxxxxx
_________________________________
Xxxxx Xxxxxx
3,600 _______ /S/ Xxx Xxxxxx, III
_________________________________
Xxx Xxxxxx, III
4,232 2/9/93 /S/ Xxxxx X. Xxxxx
_________________________________
Xxxxx X. Xxxxx
6,364 2/19/93 /S/ Xxxx X. Xxxxxxx
_________________________________
Xxxx X. Xxxxxxx
9,800 2/18/93 TIME MANUFACTURING COMPANY
By: /S/ Xxxxx X. Xxxxxx
_________________________________
Xxxxx X. Xxxxxx
VP - Finance
2,440 2/9/93 /S/ Xxxxxx X. Xxxxx
_________________________________
Xxxxxx X. Xxxxx
2/9/93 /S/ Xxxx Xxxxx
_________________________________
Xxxx Xxxxx
48 2/9/93 /S/ Xxxxxx X. Xxxxx
_________________________________
Xxxxxxx X. Xxxxx and/or
Xxxxxx X. Xxxxx
4
48 2/9/93 /S/ Xxxxxx X. Xxxxx
_________________________________
X. Xxxxxxx Xxxxx and/or
Xxxxxx X. Xxxxx
7,100 2/19/93 XXXXX, XXXXXX, XXXXX &
XXX EMPLOYEES PROFIT
SHARING PLAN & TRUST
By: /S/
_________________________________
_______________, Trustee
5
CENTRAL TEXAS BANCORP, INC.
SHAREHOLDERS AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of July, 1988, by and
among X.X. XXXXXX, XX., X. XXXXXX XXXXXXX and XXXXX XXXXXX, as Trustees of the
voting trust created under Article II of this Agreement and those shareholders
of CENTRAL TEXAS BANCORP, INC., a Texas corporation ("Central") who execute the
signature page of this Agreement as Shareholders.
R E C I T A L S:
- - - - - - - -
A. Central is a Texas corporation and registered bank holding
company under the Bank Holding Company Act of 1956, as amended, which owns 100%
of the outstanding common stock of The Texas National Bank of Waco, a national
banking association (the "Bank").
B. Each of the Shareholders own the number of shares of $10.00 par
value voting common stock of Central set forth opposite his or its name on the
signature page of this Agreement.
C. Shareholders believe it is in the best interest of Central and
Shareholders to act together concerning the direction of the affairs of Central,
in order to secure continuity and stability of policy and management, to provide
a conservative and constructive administration, to promote the continuous and
uninterrupted development of business policies to that end to unit the voting
power held by the owners of stock of Central and to vest such voting power in
the Trustees as hereafter provided.
D. The Trustees have agreed to act as Trustees under Article II of
this Agreement for the purposes herein provided.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS; SHARES SUBJECT TO AGREEMENT
1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the respective meanings indicated below:
(a) "Beneficial Shares" shall mean the beneficial interest of the
Shareholders in the Shares held by the Trustees pursuant to the Voting Trust
created under Article II of this Agreement.
1
(b) "Shareholders" shall refer to those shareholders of Central who or
which execute the signature page of this Agreement and any person or entity that
hereafter acquires any Shares or Beneficial Shares subject to the terms of this
Agreement. "Shareholder" shall refer to any one of the Shareholders.
(c) "Shares" shall mean the shares of common stock, $10 par value, of
Central that are transferred to the Trustees pursuant to Article II of this
Agreement, and all securities issued to the Trustees that are attributable to
dividends or split ups or reverse split ups or reclassifications of any of such
shares of common stock.
(d) "Trustees" shall mean X. X. Xxxxxx, Xx., X. Xxxxxx Xxxxxxx and
Xxxxx Xxxxxx or, in any case, the person or entity that hereafter becomes a
successor or substitute trustee pursuant to the terms of the Voting Trust
created by Article II of this Agreement. "Trustee" shall refer to any one of the
Trustees.
(e) "Voting Trust Certificates" shall mean the certificates evidencing
the Shareholders' Beneficial Shares in the form of Schedule 1 attached hereto.
(f) All other terms used herein shall have the meanings as otherwise
stated herein.
1.2 Stock Subject to this Agreement. The Shares and the Beneficial Shares
shall be subject to the terms of this Agreement. The Trustees shall cause to be
placed upon the face of each certificate representing Shares held in the name of
the Trustees an appropriate legend stating that the Shares represented by said
certificate are subject to the provisions of this Agreement. The Trustees shall
cause an appropriate legend, stating that the Shares represented are subject to
the provisions of this Agreement, to be placed on certificates representing any
Shares acquired by the Trustees after the date hereof and shall execute any
additional documents reasonably requested by the Shareholders acknowledging that
such Shares are subject to this Agreement.
1.3 Agreement to be Filed. A counterpart of this Agreement, and of every
agreement supplemental hereto or amendatory hereof, shall be filed in the
principal office of Central in the State of Texas, and shall be subject to the
same right of examination by any shareholder of Central as are the books and
records of Central.
ARTICLE II
VOTING TRUST
2.1 Transfer of Stock to Trustee. Upon execution of this Agreement, each
of the Shareholders shall transfer to the Trustees in trust the Shares
identified by such Shareholder's name on the signature page hereof, free and
clear of all liens, charges, encumbrances, options or other agreements affecting
the Shares, to be held and administered as provided herein and
2
shall deliver to the Trustees the share certificates representing such Shares.
All Shares delivered to the Trustees hereunder shall be issued in the name of
the Trustees. Shareholders shall execute stock powers and such other instruments
of transfer as may be requested by Trustees to enable the Trustees to cause the
Shares to be transferred into the name of the Trustees as provided herein. On
receipt by the Trustees of the certificates representing the Shares of a
Shareholder, the Trustees shall thereupon issue and deliver to that Shareholder
a Voting Trust Certificate to evidence that Shareholder's beneficial interest in
the Shares delivered by that Shareholder to the Trustees pursuant to the terms
hereof. All Voting Trust Certificates issued as provided herein shall be issued,
received, and held subject to all the terms and conditions of this Agreement.
Upon accepting a Voting Trust Certificate issued hereunder, any transferee or
assignee of a Shareholder shall become a Shareholder and be bound by the
provisions of this Agreement with the same effect as if such transferee or
assignee had executed this Agreement and any such transferee or assignee shall
execute any additional documents requested by the Trustees or any Shareholder
acknowledging that such party is bound by the terms of this Agreement.
2.2 Voting Trust Certificate. The Voting Trust Certificates to be issued
and delivered by the Trustees to the Shareholders shall be in substantially the
form of Schedule 1 attached hereto.
2.3 Transfer of Certificates. Subject to any restrictions imposed by this
Agreement or any other agreement among the Shareholders and subject to
compliance with applicable federal and state securities laws, the Voting Trust
Certificates issued by the Trustees hereunder shall be transferable on the books
of the Trustees by the registered owner thereof, upon surrender of such
Certificates properly endorsed, either in person or by attorney thereto duly
authorized, in accordance with any rules established for that purpose by the
Trustees. The Trustees may treat the registered holder of a Voting Trust
Certificate, or when presented duly endorsed in blank, the bearer thereof, as
absolute owner thereof for all purposes whatsoever, and the Trustees shall not
be bound by any notice to the contrary. If any legend appears upon the Voting
Trust Certificate which gives notice of a limitation of the right to transfer,
the Trustees, prior to transfer of the Voting Trust Certificate, shall require
proof of compliance with all conditions precedent to the transfer. Every
transferee of Voting Trust Certificates issued hereunder shall be acceptance of
such Voting Trust Certificate agree to the provisions, conditions and terms of
this Agreement.
2.4 Replacement of Certificates. If a Voting Trust Certificate is lost,
stolen, mutilated, or destroyed, the Trustees, in their discretion, may issue a
duplicate of such Voting Trust Certificate upon receipt of:
a. evidence of such facts satisfactory to them;
b. indemnity satisfactory to them;
c. the existing Voting Trust Certificate, if mutilated; and
3
d. any reasonable fees and expenses in connection with the issuance of a
new Voting Trust Certificate.
2.5 Dividends. During the term of this Agreement, each Shareholder shall
be entitled to receive payments equal to the cash dividends, if any, received by
the Trustees upon the Shares delivered by such Shareholder to the Trustees, or
hereafter acquired by the Trustees, pursuant to the terms of this Agreement,
after any deductions which are authorized herein. The Trustees may in their
discretion, from time to time, in lieu of receiving and distributing any such
cash dividends, authorize Central in writing to make payment or delivery thereof
directly to the Shareholders. If any dividend in respect of the Shares held by
the Trustees is paid, in whole or in part, in stock of Central having general
voting powers, the Trustees shall hold, subject to the terms of this Agreement,
the Certificates for stock which are received by them on account of such
dividend, and each Shareholder shall be entitled to receive new or additional
Voting Trust Certificates issued under this Agreement for the number and class
of shares of stock received as such stock dividend with respect to the Shares
represented by the Voting Trust Certificates held by such Shareholder. The
Shareholders entitled to receive the above dividends shall be those registered
as such on the transfer books of the Trustees at the close of business on the
day fixed by Central for the taking of a record to determine those holders of
its outstanding common stock entitled to receive such dividends.
If any dividend in respect of the Shares held by the Trustees hereunder is
paid other than in cash or in common stock having general voting powers, then
the Trustees shall distribute the same among the Shareholders registered as such
at the close of business on the day fixed by Central for taking a record to
determine the holders of its outstanding common stock entitled to receive such
dividends. In the event there is more than one Shareholder, any such
distribution shall be made to the Shareholders ratably, in accordance with the
number of Beneficial Shares.
2.6 Subscription Rights. If Central shall at any time offer the right to
sbuscribe for any stock or other securities to which the Shareholders would be
entitled to subscribe if they had not transferred their Shares in trust
hereunder, the Trustees promptly shall give notice of such right to sbuscribe
and the terms thereof to all Shareholders. Upon receipt by the Trustees at
least five (5) days prior to the last day fixed by Central for subscription and
payment of a written request from any registered Shareholder to subscribe in his
or its behalf, accompanied with money in the requisite amount, the Trustees
shall effect such subscription and payment. Upon receipt from Central of the
certificates for shares or securities so subscribed for, the Trustees shall
issue Voting Trust Certificates in respect thereof, if the same be shares or
securities having general voting powers, and such shares or securities so
subscribed for shall be held by the Trustees pursuant to the provisions hereof,
but if the same be securities other than shares or securities having general
voting powers, the Trustees shall mail or deliver such shares or securities to
the Shareholder in whose behalf the subscription was made, or instruct Central
in writing to make delivery directly to the Shareholder entitled thereto.
2.7 Distributions on Liquidation or Sale. In the event of the dissolution
or total or partial liquidation of Central or the sale of the Shares pursuant to
Section 2.21 hereof, the
4
Trustees shall receive the monies, securities, rights or property which the
Shareholders would have received had they not transferred their Shares to the
Trustees, and shall distribute it among the Shareholders in proportion to their
Beneficial Shares, as shown by the books of the Trustees.
2.8 Deductions for Distributions. There shall be deducted and withheld
from every distribution of every kind under this Agreement 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 the powers of the
Trustees to be reimbursed for necessary expenses of administering the Trust, to
the extent that the expenses and charges remain unpaid or unreimbursed.
2.9 Reimbursement for Expenses. The Trustees are expressly authorized to
incur and pay those reasonable charges and expenses which they may deem
necessary and proper for administering this Agreement. The Shareholders agree
to reimburse and indemnify the Trustees for all claims, expenses, and
liabilities incurred by any of them in connection with the discharge of their
duties under this Agreement. Any such claims, expenses, or liabilities shall be
charged to the Shareholders 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 Shares in exchange for any Voting Trust Certificate, and the
Trustees shall be entitled to a lien therefor on the Shares, funds, or other
property in their possession.
2.10 Voting of Shares. During the term of this Agreement, the Trustees
shall have the full and unqualified right and power, except as otherwise
specifically provided herein, to exercise, in person or by his nominee or proxy,
all rights and powers of absolute owners with respect to the Shares deposited or
received hereunder, including the right to vote thereon and to take part in or
consent to any corporate or stockholders' action of any kind whatsoever. The
right to vote shall include the right to vote for the election of directors, and
in favor of or against any resolution or proposed action of any character
whatsoever which may be presented at any meeting or require the consent of
stockholders of Central. Notwithstanding the foregoing, without the written
consent of the holders of record of Beneficial Shares representing at least two-
thirds of the Shares held in this Voting Trust, none of the Shares of Central
deposited hereunder shall be voted in favor of, nor shall the Trustees execute
any consent with respect to the following:
(i) the amendment of the Articles of Incorporation,
(ii) the sale, mortgage, or pledge of all or substantially all of the
assets of Central;
(iii) any change in the capital structure or the powers of Central; or
(iv) any merger, consolidation, reorganization, or dissolution.
Subject to the provisions hereof, the Trustees may vote or consent, or
issue proxies to vote or consent, at stockholders' meetings of Central and
otherwise, as they shall in their uncontrolled discretion determine, and no
voting or other right or power with respect to the
5
Xxxxxx held in trust hereunder shall pass to the Shareholders or to others by or
under the Voting Trust Certificates, this Agreement, or any other agreement,
expressed or implied. Unless Central has actual notice to the contrary, Central
may assume, without further evidence, investigation or inquiry, that the vote or
consent of any one Trustee represents the vote or consent of the Trustees.
Except as provided in Section 2.21 hereof, the Trustees shall have no authority
to sell or otherwise dispose of or encumber any of the Shares deposited or
received pursuant to the provisions of this Agreement.
2.11 Majority Action of Trustees. All action to be taken by the Trustees
pursuant to this Agreement shall from time to time be determined by the vote or
agreement of the majority of the Trustees then in office, either at a meeting of
the Trustees or, with or without a meeting, by a writing signed by the majority.
The Trustees may provide for the authentication of evidence of any action taken
by them. Any Trustee may vote in person or by proxy given to any other Trustee.
2.12 Trustee's Liability. No Trustee shall be liable for acts or defaults
of any other Trustee, or for acts or defaults of any agent of any other Trustee.
The Trustees shall be free from liability in acting upon any paper, document, or
signature believed by them to be genuine and to have been signed by the proper
party. The Trustees shall not be liable for any error of judgment, nor for any
act done or omitted, nor for any mistake of fact or law, nor for anything which
they may do or retrain from doing in good faith, nor generally shall the
Trustees have any accountability hereunder, except that each Trustee shall be
liable for his own willful default or gross negligence. The Trustees may seek
the advice of legal counsel, and any action under this Agreement taken or
suffered in good faith by any of them in accordance with the opinion of counsel
shall be conclusive on the parties to this Agreement and the Trustees shall be
fully protected and be subject to no liability in respect thereto.
2.13 Trustee's Relationship with Company. Any Trustee, his employees or
agents, and any firm, corporation, trust, or association of which any Trustee
may be a stockholder, director, trustee, officer, member, agent or employee may
contract with or be or become pecuniarily interested, directly or indirectly, in
any matter or transaction to which Central or any subsidiary or controlled or
affiliated corporation may be a party or in which such Trustee may be concerned,
as fully and freely as though such Trustee were not a Trustee pursuant to this
Agreement. The Trustees, their employees or agents, may act as directors or
officers of Central or of any subsidiary or controlled or affiliated
corporation.
2.14 Meeting With Certificate Holders. If any question arises on which the
Trustees desire the opinion of the Shareholders, a meeting for this purpose may
be called by the Trustees. At the meeting, the holders of Beneficial Shares
representing at least two-thirds of the Shares held in this Voting Trust may
determine the manner in which they desire the Trustees to act, and the Trustees
shall be bound to act in the manner designated. The Trustees shall not be called
upon or expected to take any action as a result of this meeting unless and until
they have been fully indemnified against all loss, damages, claims, or injury to
which they might be subjected, either by reason of their action or by reason of
their position as Trustees under this Agreement.
6
The Trustees shall have no obligation at any time to call a meeting of holders
of Beneficial Shares as provided by this Section.
2.15 Compensation of Trustees. The Trustees shall serve without
compensation.
2.16 Record of Shares. It shall be the duty of the Trustees to maintain a
record of all share certificates of Central which are transferred to the
Trustees, indicating the name in which the stock was held, the date of issuance
of the stock, the class and series of the stock, the number of shares, and the
number of the certificates representing those shares. The Trustees shall also
maintain a record of the date on which any share certificates were received by
them, the date on which they were delivered to Central for transfer to the
Trustees, and shall obtain a receipt for any certificate so delivered. The
Trustees shall receive and hold the new share certificates issued by Central in
the name of the Trustees and shall maintain a record indicating the date of
issuance of the certificates, the date of receipt of the certificates, and the
place in which the certificates are held by him.
2.17 Record of Trust Certificates. The Trustees shall mintain a record
showing the names of the Shareholders and their current addresses. The record
shall show the number of Voting Trust Certificates held by each person, the
dates on which the Voting Trust Certificates were issued, cancelled, transferred
or replaced, and shall show any subsequent transfer, assignment, pledge,
attachment, execution, and any other matter affecting the title to the Voting
Trust Certificates which comes to the attention of the Trustees. Any documents
purporting to affect the title of the Beneficial Shares shall also be kept by
the Trustees. All such records shall be open to inspection by any of the
parties to this Agreement or their successors at any reasonable time.
2.18 Books of Accounts. The Trustees shall maintain a book of accounts
which shall show all sums of money received by the Trustees or disbursements
made by the Trustees, and all obligations incurred by the Trustees which are
unpaid.
2.19 Resignation and Removal of Trustees; Successor Trustee. In the event
of the death, disability or resignation of any Trustee named herein, a successor
or successors may be appointed by the holders of a majority of the Beneficial
Shares outstanding at a meeting called for the purpose of naming a successor
Trustee or by execution of a written instrument naming such successor Trustee.
The successor Trustee shall immediately have all of the rights, powers and
duties set forth herein for a Trustee. Any Trustee may resign at any time by
giving written notice of his resignation to the remaining Trustees. Any Trustee
may be removed, with or without cause, and a successor trustee named by the
holders of two-thirds of the Beneficial Shares at a meeting called for that
purpose upon 30 days prior written notice to the holders of all Beneficial
Shares which notice shall state the purpose of the meeting. For purposes of
this Agreement, "disability" shall mean the inability of any Trustee, by reason
of physical or mental illness or other cause, to perform the majority of the
Trustee's usual duties.
7
2.20 Transfer of Shares to Successor Trustee. Notwithstanding any changes
in the identity of the Trustees, the certificates for Shares standing in the
name of the Trustees may be endorsed and transferred by any successor Trustee or
Trustees with the same effect as if endorsed and transferred by the Trustees who
have ceased to act. The Trustees are authorized and empowered to cause any
further transfer of the Shares that may be necessary because of any change of
persons holding the office of Trustee.
2.21 Sale of Shares as a Block. If the Shareholders representing at least
two-thirds of the Beneficial Shares execute a written instrument directing the
Trustees to sell the Shares, the Trustees are hereby authorized and directed to
seek a buyer or buyers for the Shares at a price and subject to the terms and
conditions satisfactory to the Trustees. If a satisfactory buyer or buyers is
obtained for the Shares, the Trustees shall present the terms and conditions of
the proposed sale to the Shareholders at a meeting called for such purpose or by
written notice to the Shareholders. A sale of the Shares pursuant to this
section shall not be consummated until the terms and conditions of such sale are
approved in writing by the holders of two-thirds of the Beneficial Shares. If
such approval is obtained, the Trustees are authorized and directed to sell all
the Shares subject to this Voting Trust and to execute such contracts,
agreements, instruments and other documents as such Trustees may deem
appropriate to consummate such sale, to take such action to comply with and
perform the terms and conditions of such contracts, agreements, instruments and
other documents, and to take such other action and execute such other documents
as such Trustees deem necessary and appropriate to consummate the sale of the
Shares.
2.22 Construction. The Trustees shall be fully authorized and empowered
to construe Article II of this Agreement, and their construction of the same
made in good faith shall be final, conclusive and binding upon all holders of
Voting Trust Certificates and on al other parties in interest.
2.23 Acceptance. The Trustees hereby accept the Trust created pursuant to
this Article II subject to all of the terms, conditions and reservations herein
contained, and hereby agree that they will exercise the powers and faithfully
and diligently perform the duties of Trustees as herein set forth; provided,
that nothing contained herein shall be construed to prevent any Trustee from
resigning and discharging himself from the aforementioned Trust.
ARTICLE III
RIGHT OF FIRST REFUSAL
3.1 Transfer During Stockholder's Lifetime. (a) If a Shareholder (the
"Selling Shareholder") desires to sell, dispose of, or otherwise transfer all or
any part of his Beneficial Shares (the "Option Stock") to any other person or
entity (herein called "Person"), then, before selling, disposing of, or
otherwise transferring the Option Stock to such Person, such Shareholder shall
(x) have received a bona fide written offer to purchase the Option Stock solely
8
for cash at a stated price per share (the "Stated Price Per Share") and (y) send
written notice (the "Option Notice") to the other Shareholders and the Trustees,
which Option Notice shall
(1) certify that the Selling Stockholder has received a bona fide
written offer to purchase the Option Stock and enclose a copy of such
offer,
(2) identify the Person who has made such bona fide offer,
(3) state the number of shares of Option Stock the Person has offered
to purchase,
(4) state the Stated Price Per Share, and
(5) state the date of the Option Notice ("Notice Date").
(b) Subject to paragraph (e) of this Section 3.1, the other
Shareholders shall have an option, for a period of thirty (30) days after the
Notice Date to acquire all, but not less than all, the Option Stock at the
Stated Price Per Share, which option shall be exercised by giving written notice
of such exercise to the Selling Stockholder and the Trustees ("Option Exercise
Notice") prior to the expiration of such 30-day option period. Except as
provided in Section 3.1(d), the number of shares of the Option Stock which each
Shareholder exercising the option to purchase Option Stock (the "Purchasing
Stockholder") shall have the right to acquire shall be (i) an amount calculated
by multiplying the number of shares of Option Stock by a fraction, the numerator
of which is the number of Beneficial Shares owned by the Purchasing Stockholder
as of the Notice Date and the denominator of which is the aggregate number of
Beneficial Shares owned by all Shareholders other than the Selling Stockholder
as of the Notice Date, or (ii) such other number of shares of the Option Stock
as shall be mutually agreed upon by the Purchasing Stockholders; provided that
if the Purchasing Stockholders cannot agree on the number of shares of Option
Stock each such Stockholder shall purchase, the number shall be determined in
accordance with clause (i) above.
(c) If after following the procedure set forth in Section 3.1(a) and
(b) any of the Option Stock remains available for sale, the Trustees shall give
written notice to the Purchasing Stockholders setting forth the number of shares
of Option Stock which the Shareholders did not elect to purchase. Such notice
shall be given on or before the fiftieth (50th) calendar day after the Notice
Date.
(d) Subject to paragraph (e) of this Section 3.1, on or before the
fifty-fifth (55th) calendar day after the Notice Date, each Purchasing
Stockholder may elect to purchase his proportionate share of the unpurchased
remaining Option Stock by giving written notice to the Selling Stockholder and
the Trustees. The number of shares of Option Stock which each Purchasing
Stockholder shall have the right to acquire shall be (i) an amount calculated by
multiplying the number of shares of Option Stock remaining available for sale by
a fraction, the numerator of which is the number of Beneficial Shares owned by
the Purchasing Stockholder
9
as of the Notice Date and the denominator of which is the aggregate number of
Beneficial Shares owned by all Purchasing Stockholders as of the Notice Date, or
(ii) such other number of shares of Option Stock as may be mutually agreed upon
by the Purchasing Stockholders; provided that if the Purchasing Stockholders
cannot agree on the number of shares of Option Stock each such Purchasing
Stockholder shall purchase, the number shall be determined in accordance with
clause (i) above.
(e) The Purchasing Stockholders shall not be entitled to purchase less
than all of the Option Stock. If any Option Stock remains unsold after
following the procedures set forth in paragraphs (a), (b), (c) and (d) of this
Section 3.1, then the Purchasing Stockholders shall not be entitled to purchase
any of the Option Stock and the Selling Stockholder may accept the offer of the
Person and sell all, but not less than all, of the Option Stock to such Person.
The Trustees may issue to such Person Voting Trust Certificates representing the
shares of Option Stock; provided that such Option Stock shall remain subject to
this Agreement and, at the request of the Trustees or any Shareholder, such
Person shall execute a document to evidence his agreement to be bound by all the
terms and conditions of this Agreement and to be included as a "Shareholder"
pursuant to the terms hereof, and further provided that such Option Stock shall
be subject to this Agreement whether or not such a document is executed.
(f) On or before the sixtieth (60th) calendar day after the Notice
Date, the Trustees shall give written notice (the "Notice of Election") to the
Selling Stockholder and each Purchasing Stockholder, setting forth the number of
shares of Option Stock which the Purchasing Stockholders have elected to
purchase.
3.2 Closing. The Closing of any sale, disposition, or transfer of the
Option Stock pursuant to Section 3.1 shall take place on the tenth (10th)
business day after the date of the Notice of Election or, in the event the
purchase of the Option Stock requires prior approval of any regulatory
authority, on the tenth (10th) business day following receipt of notice from
such regulatory authority that it does not intend to disapprove the purchase of
the Option Stock. The Closing shall take place at the general offices of
Central or at such other place as may be agreed upon by the parties. Upon
closing of the sale and purchase, all parties shall take such actions and
execute such documents as may be necessary to complete the transaction,
including the payment of the purchase price and the assignment and delivery of
Voting Trust Certificates.
3.3 Sales Other Than For Cash. Notwithstanding the provisions of
paragraph (a) of Section 3.1 of this Agreement that any bona fide written offer
must constitute an offer to purchase Beneficial Shares solely for cash, such
offer may provide for the purchase of Beneficial Shares for solely, or in
addition to cash, (i) evidences of indebtedness of the Person who or which
offers to purchase such Beneficial Shares ("Debt Securities") or (ii) equity
securities listed on a national securities exchange or authorized for quotation
on the National Association of Securities Dealers Automated Quotation system at
the time such offer is received ("Marketable Securities"). In that event,
10
(a) the Purchasing Stockholders shall have the option to purchase the
Option Stock for either (i) an amount of cash calculated by multiplying the
Stated Price Per Share by the number of shares of Option Stock or (ii) the
Debt Securities and/or cash or the Marketable Securities and/or cash which
the Person has offered for such Option Stock, provided that (x) if such
Person has offered to purchase the Option Stock for Debt Securities, the
Purchasing Stockholders shall have the right to purchase the Option Stock
for evidences of indebtedness of the Purchasing Stockholders in an
aggregate principal amount equal to the aggregate principal amount of such
Debt Securities, bearing interest at the same rate as such Debt Securities
bear interest, providing for periodic payments of principal and interest
identical to those periodic payments of principal and interest offered to
be paid by such Person with respect to such Debt Securities, and being
secured by collateral having a value substantially the same as the
collateral offered by the Person to secure the Debt Securities and (y) if
such Person shall have offered to purchase such Option Stock for Marketable
Securities, the Purchasing Stockholders shall have the right to acquire the
Option Stock for a like amount of securities of the same class as such
Marketable Securities, and
(b) the Option Notice required by clause (y) of Section 3.1(a) shall
contain, in addition to the information required by clause (y) of Section
3.1(a) of this Agreement, a complete description of Debt Securities or
Marketable Securities offered to be paid by such Person for the Shares,
including (i) in the case of Debt Securities, the aggregate principal
amount thereof, the rate of interest to be paid thereon, the provisions for
periodic payments of the principal thereof and interest thereon, and the
collateral therefor and (ii) in the case of Marketable Securities, the
amount thereof (by number of shares), the title of the class of securities
of which such Marketable Securities are a part and the principal trading
market or markets therefor, and the Stated Price Per Share set forth in the
Opinion Notice shall be calculated (x) in the case of an offer to purchase
Option Stock for Debt Securities, by dividing the aggregate principal
amount of such Debt Securities (plus any cash) by the number of share of
Option Stock and (y) in the case of an offer to purchase the Option Stock
for Marketable Securities, by dividing the market value of such Marketable
Securities, (plus any cash) by the number of shares of Option Stock, such
market value to be determined by multiplying the amount (by number of
shares) of such Marketable Securities by (i) the closing price per share as
of the Notice Date of the class of securities of which such Marketable
Securities are a part, as reported by the principal exchange on which such
security is listed or (ii) the last bid price per share on the Notice Date
of the class of securities of which such Marketable Securities are a part,
as reported by the National Association of Securities Dealers Automated
Quotation System.
3.4 Transfer of Beneficial Shares in Violation of this Agreement. If any
Shareholder attempts to transfer Beneficial Shares in violation of the terms of
this Agreement, then upon
11
presentation of such Beneficial Shares for transfer on the books of the
Trustees, the Trustees shall refuse to transfer such Beneficial Shares until
such Shareholder has complied with the terms of this Agreement. The Trustees may
consult with legal counsel to determine whether any attempted transfer is in
violation of the terms of this Agreement and they shall be entitled to rely upon
the advice of such counsel in transferring or refusing to transfer any
Beneficial Shares. The Shareholders hereby agree to hold the Trustees harmless
for any action any of them take or decline to take in reliance upon advice of
counsel.
3.5 Purchase Upon Attempted Transfer in Violation of this Agreement. (a)
If a Shareholder does attempt to transfer Beneficial Shares in violation of the
terms of this Agreement, the Trustees shall give written notice of such attempt
(the date of the notice being the "Notice Date" for purposes of this section) to
all other Shareholders within ten (10) calendar days after such Shares are
presented to the Trustees for transfer, and such other Shareholders shall have,
in accordance with the procedure set forth in Section 3.1(b), (c), (d) and (f),
the exclusive and irrevocable right to purchase the Beneficial Shares which the
Shareholder (the "Selling Stockholder") has attempted to transfer in violation
of the terms of this Agreement (the "Option Stock") at a purchase price per
share equal to seventy-five (75%) of Book Value (the "Stated Price Per Share").
Book Value per share shall mean the sum of the capital, surplus and undivided
profits of Central divided by the number of outstanding shares of Central as of
the date of such calculation.
(b) If the Purchasing Stockholders do not elect to purchase all of the
Option Stock, the Selling Stockholder shall sell to the Purchasing Stockholders
that portion of the Option Stock which they elected to purchase and such Option
Stock not purchased by the Purchasing Stockholders shall remain subject to the
terms and conditions of this Agreement.
(c) The Closing of any sale, disposition, or transfer of the Option
Stock pursuant to this Section 3.5 shall take place on the tenth (10th) business
day after the date of the Notice of Election or, in the event the purchase of
the Opinion Stock requires prior approval of any regulatory authority, on the
tenth (10th) business day following receipt of notice from such regulatory
authority that it does not intend to disapprove the purchase of the Option
Stock. The Closing shall take place at the general offices of Central or at
such other place as may be agreed upon by the parties. Upon closing of the sale
and purchase, all parties shall take such actions and execute such documents as
may be necessary to complete the transaction, including the payment of the
purchase price and the assignment and delivery of Voting Trust Certificates.
3.6 Encumbrance of Beneficial Shares. The provisions of this Article III
shall not be construed to prohibit a bona fide pledge or encumbrance of the
Beneficial Shares not made for the purpose of avoiding the restrictions on
disposition contained herein; provided, however, the interest of the holder of
any such pledge or encumbrance (the "lender") shall be subordinate and subject
to the terms and provisions of this Agreement and the lender will release
certificates representing the Beneficial Shares in order to permit compliance
with the terms and provisions of this Agreement. In the event of a foreclosure
upon the Beneficial Shares as a result of such authorized encumbrance, the other
shareholders shall have a first and prior option to purchase
12
such Beneficial Shares at a cash price equal to the obligation for which the
Beneficial Shares are encumbered. The number of Beneficial Shares which each of
the other shareholders shall have an option to purchase shall be determined in
accordance with Section 3.1 of this Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 Amendment. This Agreement may be amended or modified in whole or in
part at any time by the written agreement of Shareholders who are owners of
sixty-six and two-thirds (66 2/3%) of the Beneficial Shares which are subject to
the provisions of this Agreement, provided that no such amendment shall affect
the right of a Shareholder or representative to have the purchase of the
Beneficial Shares fully carried out as provided in this Agreement after an
option has been exercised.
4.2 Termination of Agreement. This Agreement shall terminate on whichever
of the following conditions occurs first:
(a) December 31, 1997.
(b) The bankruptcy, liquidation or dissolution of Central.
(c) The vote or written agreement for termination by the Shareholders
who are owners of sixty-six and two-thirds (66 2/3%) of the Beneficial
Shares.
Upon termination of this Agreement, the Shareholders shall surrender their
Voting Trust Certificates to the Trustees, and the Trustees shall deliver to the
Shareholders shares of Central properly endorsed for transfer, equivalent to the
amount of shares represented by the Voting Trust Certificate surrendered.
Notwithstanding the foregoing, no termination of this Agreement shall affect the
right of a Shareholder or representative to have the purchase of the Beneficial
Shares fully carried out as provided in this Agreement after an option has been
exercised.
4.3 Multiple Originals. This Agreement may be executed in several
counterparts, each copy of which shall serve as an original for all purposes,
but all copies shall constitute but one and the same Agreement.
4.4. Parties Bound. This Agreement shall be binding not only upon the
parties hereto, but upon their heirs, executors, administrators, successors, or
assigns. The parties do hereby agree for themselves and their heirs, executors,
administrators, successors, or assigns, to execute any instruments in writing
that may be necessary or proper to carry out the purposes and intent of this
Agreement and to protect the parties thereto.
13
4.5. Agreement Severable. The provisions of this Agreement shall be
severable, and if any provision of this Agreement be declared unenforceable, the
remaining provisions shall nevertheless remain in full force and effect.
4.6. Notices. All notices provided for by this Agreement shall be made in
writing (1) either by actual delivery of the notice into the hands of the party
thereunto entitled, or (2) by the mailing of the notice in the U.S. mails,
registered or certified mail, return receipt requested. The notice shall be
deemed to be received in case one on the date of its actual receipt by the party
entitled thereto and in case two on the date of its mailing. Notice shall be
given to the parties hereto at the following addresses:
To Trustees and Shareholders:
At the address for each such Trustee and Shareholder opposite
their name on the signature page hereof.
Any person subject to the terms of this Agreement may, by giving five (5)
calendar days' written notice to the other persons subject to this Agreement,
designate another address in substitution of the foregoing address to which
notices shall be given.
4.7. Number and Gender of Words. Whenever herein the singular number is
used, the same shall include the plural where appropriate, and words of any
gender shall include each other gender where appropriate.
4.8. Entire Agreement. The provisions hereunto set forth shall constitute
the entire Agreement of the undersigned parties, and all prior written and oral
agreements are hereby revoked.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Address
-------
P. O. Box 298 /S/ X. X. Xxxxxx, Xx.
Waco, Texas 76703 _______________________________
X. X. Xxxxxx, Xx., Trustee
1201 Wooded Acres /S/ X. Xxxxxx Xxxxxxx
Xxxx, Texas 76701 _______________________________
X. Xxxxxx Xxxxxxx, Trustee
5301 Lake Xxxxxxx /S/ Xxxxx Xxxxxx
Waco, Texas 76710 _______________________________
Xxxxx Xxxxxx, Trustee
14
No. of
Shares Address Shareholders
------ ------- ------------
/S/ X. X. Xxxxxx, Xx.
P. O. Box 298 _________________________________
1,957 Waco, Texas 76703 X. X. Xxxxxx, Xx., Trustee
IDEAL LIFE INSURANCE CO.
By: /S/
P. O. Box 298 ______________________________
1,499 Waco, Texas 76703 Title: President
1201 Wooded Acres /S/ X. Xxxxxx Xxxxxxx
*4,150 Waco, Texas 76703 _________________________________
X. Xxxxxx Xxxxxxx
/S/ Xxxxxx Xxxxxxxx Xxxxxxx
1201 Wooded Acres _________________________________
*551 Waco, Texas 76703 Xxxxxx Xxxxxxxx Xxxxxxx
XXXXXX XXXX XXXXXXX ESTATE
1201 Wooded Acres By: /S/ X. Xxxxxx Xxxxxxx
123 Waco, Texas 76710 ______________________________
X. Xxxxxx Xxxxxxx, Independent
Executor of the Estate of
XXXXXX Xxxx Xxxxxxx, Deceased
XXXXXX XXXXXXXX XXXXXXX TRUST
By: The Texas National Bank of
Waco, Trustee
246 P. O. Box 2299 By: /S/
Waco, Texas 76703 _____________________________
Title:
1240 Knotty Oaks /S/ Xxxxx X. Xxxxxx
1,241 Waco, Texas 76710 ______________________________
Xxxxx X. Xxxxxx
* 222 shares owned jointly with spouse
15
No. of
Shares Address Shareholders
------ ------- ------------
/S/ X. Xxxxxx Xxx
5307 Chaparral ________________________________
1,628 Waco, Texas 76710 X. Xxxxxx Xxx
/S/ Xxxx X. Xxxxxxx
2312 Xxxxxx Road ________________________________
400 Waco, Texas 76710 Xxxx X. Xxxxxxx
/S/ Xxxxx X. Xxxx
2611 Austin ________________________________
2,500 Waco, Texas 76710 Xxxxx X. Xxxx
/S/ Xxxxx Xxxxx
P. O. Box 6338 ________________________________
36 Waco, Texas 76706 Xxxxx Xxxxx
XXXXX MEMORIAL, INC.
By: /S/ Xxxxx Xxxxx
P. O. Box 6338 _____________________________
1,000 Waco, Texas 76706 Xxxxx XXXXX, Chairman of the
Board
/S/ Xxxxx Xxxxxx
5301 Lake Xxxxxxx ________________________________
1,525 Waco, Texas 76710 Xxxxx Xxxxxx
/S/ Xxx Xxxxxx, III
3026 Maple ________________________________
900 Waco, Texas 76707 Xxx Xxxxxx, III
/S/ Xxxxx X. Xxxxx
P. O. Box 20068 ________________________________
1,058 Waco, Texas 76702 Xxxxx X. Xxxxx
/S/ Xxxx X. Xxxxxxx
P. O. Box 1470 ________________________________
1,591 Waco, Texas 76703 Xxxx X. Xxxxxxx
X'XXXXXXXX HOLDINGS,INCORPORATED
By: /S/ Xxxxxxx X. Xxxxxx
P. O. Box 20368 ______________________________
2,450 Waco, Texas 76702-0368 Xxxxxxx X. Xxxxxx, President
/S/ Xxxxxxx X. Xxxxxxx, Xx.
2525 Xxxxxxxxxx _________________________________
100 Waco, Texas 76710 Xxxxxxx X. Xxxxxxx, Xx.
/S/ Xxxxxx X. Xxxxx
900 Xxx Xxx _________________________________
*610 Waco, Texas 76710 Xxxxxx X. Xxxxx
16
*610 /S/ Xxxx Xxxxx
900 Xxx Xxx _________________________________
Waco, Texas 76710 Xxxx Xxxxx
/S/ Xxxxxx X. Xxxxx
900 Xxx Xxx _________________________________
**12 Waco, Texas 76710 Xxxxxx X. Xxxxx
/S/ Xxxxxx X. Xxxxx
900 Xxx Xxx _________________________________
***12 Waco, Texas 76710 Xxxxxx X. Xxxxx
/S/ Xxxxx X. Xxxxxxxx
P. O. Box 1470 _________________________________
1,775 Waco, Texas 76703 Xxxxx X. Xxxxxxxx, Trustee of the
Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing Plan &
Trust
/S/ X. Xxxxx Xxxxxx
_________________________________
X. Xxxxx Xxxxxx, Trustee of the
Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing Plan &
Trust
/S/ Xxxxxxx X. Xxxxxx
_________________________________
Xxxxxxx X. Xxxxxx, Trustee of the
Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing Plan &
Trust
* held jointly with spouse
** held in the name Xxxxxx X. Xxxxx and/or Xxxxxxx X. Xxxxx (a minor)
*** held in the name Xxxxxx X. Xxxxx and/or X. Xxxxxxx Xxxxx (a minor)
17
SPOUSE'S ACKNOWLEDGEMENT AND JOINDER
The undersigned hereby acknowledge that the shares of the common stock, $10
par value, of Central which are subject to this Agreement and the Beneficial
Shares created pursuant to this Agreement are held and owned by each of their
respective spouses and subject to his or her control and management. The
execution of this acknowledgement is intended to evidence the undersigned's
knowledge of the existence of this Agreement and their acknowledgement that this
Agreement is entirely fair, just and equitable, and to their beset interest, and
that they desire to bind their community interest, if any, to the performance of
this Agreement. Accordingly, the undersigned hereby bind themselves and all
persons ever to claim under them to abide by the terms of this Agreement.
/S/ Xxxx Xxxxxx Xxx /S/ Xxxxxx Xxxxxxx
______________________________ ________________________________
/S/ Xxxxxxx Htach Xxxxxx /S/ Xxxx Xxxxxxx Xxxxx
______________________________ ________________________________
/S/ Xxxx X. Xxxxx
______________________________ ________________________________
/S/ Xxxxx X. Xxxxxxx
______________________________ ________________________________
/S/ Xxxxxxx Xxxxxxx
______________________________ ________________________________
/S/ Xxxxxx Xxxxxxxx Xxxxxxx
______________________________ ________________________________
/S/ Xxxxxxx Xxx Xxxxx
______________________________ ________________________________
/S/ Xxxxxxx Xxxxxx Xxxxxx
______________________________ ________________________________
/S/ Xxxxxx Xxxxxxxx Gray
______________________________ ________________________________
/S/ Xxxxxx Xxxxxx
______________________________ ________________________________
18
3. Vote on Significant Matters. The third sentence of Section 2.10 of
the Shareholders Agreement is hereby amended to read as follows:
Notwithstanding the foregoing, without the written consent of the holders
of record of Beneficial Shares representing at least fifty-one percent
(51%) of the Shares held in this Voting Trust none of the Shares of Central
deposited hereunder shall be voted in favor of, nor shall the Trustee
execute any consent with respect to the following:
(i) the amendment of the Articles of incorporation;
(ii) the sale, mortgage, pledge of all or substantially all of the
assets of Central;
(iii) any change in the capital structure or powers of Central; or
(iv) any merger, consolidation, reorganization, or dissolution.
4. Removal of Trustee. The fourth sentence of Section 2.19 of the
Shareholders Agreement is hereby amended to read as follows:
The Trustee may be removed, with or without cause, and a successor trustee
named by the holders of fifty-one percent (51%) of the Beneficial Shares at
a meeting called for that purpose upon thirty (30) days prior written
notice to the holders of all Beneficial Shares which notice shall state the
purpose of the meeting.
5. Amendment. Section 4.1 of the Shareholders Agreement is hereby
amended in its entirety to read as follows:
Except with respect to Section 2.21 hereof, this Agreement may be amended
or modified in whole or in part at any time by the written agreement of
Shareholders who are owners of fifty-one percent (51%) of the Beneficial
Shares which are subject to the provisions of this Agreement, provided that
no such amendment shall affect the right of a Shareholder or representative
to have the purchase of the Beneficial Shares fully carried out as provided
in this Agreement after an option has been exercised. Any amendment to
Section 2.21 of this Agreement shall require the written agreement of
Shareholders who are owners of sixty-six and two-thirds percent (66 2/3%)
of the Beneficial Shares which are subject to the provisions of this
Agreement.
6. Termination. Section 4.2(c) of the Shareholder Agreement is hereby
amended as follows:
(c) The vote or written agreement for termination by the Shareholders who
are owners of fifty-one percent (51%) of the Beneficial Shares.
19
7. Reaffirmation. Except as provided herein, the terms and provisions of
the Shareholders Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment to Shareholders Agreement as of the date first above written.
Shares Subject to
Shareholders Agreement "SHAREHOLDERS"
---------------------- ------------
7,828 /S/ X. X. Xxxxxx, Xx.
__________________________________
X. X. Xxxxxx, Xx.
400 /S/ Xxxxxxx X. Xxxxxxx, Xx.
__________________________________
Xxxxxxx X. Xxxxxxx, Xx.
5,996 BAILEYCO., INC.
By: /S/ X. X. Xxxxxx, Xx.
__________________________________
X. X. Xxxxxx, Xx., President
16,600* /S/ X. Xxxxxx Xxxxxxx
__________________________________
X. Xxxxxx Xxxxxxx
492 XXXXXX XXXX XXXXXXX ESTATE
By: /S/ X. Xxxxxx Xxxxxxx
__________________________________
X. Xxxxxx Xxxxxxx, Independent
Executor of the Estate of
Xxxxxx Xxxx Xxxxxxx, Deceased
2,204 /S/ Xxxxxx Xxxxxxxx Xxxxxxx
__________________________________
Xxxxxx Xxxxxxxx Xxxxxxx
* 888 shares held jointly with spouse
20
984 XXXXXX XXXXXXXX XXXXXXX TRUST
BY: The Texas National Bank of
Waco, Trustee
By: /S/
_______________________________
Title: Senior Vice President
and Trust Officer
4,000 XXXXX MEMORIAL, INC.
By: /S/ Xxxxx Xxxxx
_______________________________
Xxxxx Xxxxx, Chairman of the
Board
144 /S/ Xxxxx Xxxxx
__________________________________
Xxxxx Xxxxx
10,000 /S/ Xxxxx X. Xxxx
__________________________________
Xxxxx X. Xxxx
4,964 /S/ Xxxxx X. Xxxxxx
__________________________________
Xxxxx X. Xxxxxx
6,364 /S/ Xxxx X. Xxxxxxx
__________________________________
Xxxx X. Xxxxxxx
48* /S/ Xxxxxx X. Xxxxx
__________________________________
Xxxxxx X. Xxxxx
48** /S/ Xxxxxx X. Xxxxx
__________________________________
Xxxxxx X. Xxxxx
2,440*** /S/ Xxxxxx X. Xxxxx
__________________________________
Xxxxxx X. Xxxxx
2,440*** /S/ Xxxx Xxxxx
__________________________________
Xxxx Xxxxx
21
6,512 /S/ X. Xxxxxx Xxx
__________________________________
X. Xxxxxx Xxx
* held in the name of Xxxxxx X. Xxxxx and/or Xxxxxxx X. Xxxxx (a minor)
** held in the name of Xxxxxx X. Xxxxx and/or X. Xxxxxx Xxxxx (a minor)
*** held jointly with spouse
7,100 /S/ Xxxxx X. Xxxxxxxx
__________________________________
Xxxxx X. Xxxxxxxx, Trustee of the
Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing
Plan & Trust
/S/ X. Xxxxxx Xxxxx
__________________________________
X. Xxxxxx Xxxxx, Trustee of the
Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing
Plan & Trust
/S/ Xxxxxxx X. Xxxxxx
__________________________________
Xxxxxxx X. Xxxxxx, Trustee of the
Naman, Xxxxxx, Xxxxx & Xxx
Employees Profit Sharing
Plan & Trust
6,100 /S/ Xxxxx X. Xxxxxx
__________________________________
Xxxxx X. Xxxxxx
1,600 /S/ Xxxx X. Xxxxxxx
__________________________________
Xxxx X. Xxxxxxx
4,232 /S/ Xxxxx X. Xxxxx
__________________________________
Xxxxx X. Xxxxx
3,600 /S/ Xxx Xxxxxx
__________________________________
Xxx Xxxxxx
22
9,800 TIME MANUFACTURING COMPANY
By: /S/ Xxxxxxx Xxxxx
__________________________________
Xxxxxxx Xxxxx, President
100,568 Total Shares in Voting Trust
23
Schedule I
Voting Trust Certificate
Number__________ Shares_____________
Central Texas Bancorp, Inc.
This certifies that _________________________________ has transferred and
delivered ______________ shares of the common stock of Central Texas Bancorp.,
Inc., a Texas corporation (the "Company") of the par value of Ten and No/100
Dollars ($10.00) each, to X. X. Xxxxxx, Xx., X. Xxxxxx Xxxxxxx, and Xxxxx
Xxxxxx, as Trustees under that certain Shareholders Agreement between such
Trustees and certain shareholders of the Company dated _______________, 1987.
The holder of this Certificate is entitled to all of the benefits and interests
arising from the deposit with the undersigned as Trustees under the above
described Shareholders Agreement. Until the termination of the said
Shareholders Agreement, the registered holder hereof, or assigns, is entitled to
receive payment equal to the amount of cash dividends, if any, received by the
Trustees upon the number of shares of common stock of Central in respect of
which this or Certificate is issued. Dividends received by the Trustees in
common or other stock of Central having general voting powers shall be payable
in Voting Trust Certificates in form similar hereto. In the event that any
dividend or distribution other than in cash or capital stock of Central having
general voting powers is received by the Trustees, the Trustees shall distribute
the same to the registered holders of Voting Trust Certificates, on the date of
such distribution, or to the registered Certificate holders at the close of
business on the date fixed by the Trustees for taking a record to determine the
Certificate holders entitled to such distribution, any such distribution to be
made to the Certificate holders ratably in accordance with the number of shares
represented by their respective Voting Trust Certificates.
Until the termination of the Shareholders Agreement, the Trustees shall
possess and shall be entitled to exercise all rights and powers of an absolute
owner of the common stock of Central represented by this Certificate, including
the right to vote thereon for every purpose, and to execute consents in respect
thereof for every purpose, except as such rights and powers are specifically
limited by the terms of said Shareholders Agreement; it is expressly stipulated
that no voting right passes to the owner or holder hereof, or his assigns, under
this Certificate or of any agreement, expressed or implied.
This Certificate and the shares represented hereby are subject to the
restrictions on transfer set forth in the Shareholders Agreement. Further, this
Certificate and the shares represented hereby have not been registered under the
Securities Act of 1933, as amended (the "Act"), and the holder hereof cannot
make any sale, assignment or other transfer of such shares except pursuant to an
offering of such shares duly registered under the Act and registered or
qualified under any applicable state securities laws, or under such other
circumstances as in the opinion of counsel for or satisfactory to the Trustees
and the Company shall not, at that time,
24
require registration under the Act and/or registration or qualification under
any state securities laws. The shares represented by this Certificate may not be
sold, pledged or transferred to any person not a resident of the State of Texas
for a period of nine months from the date hereof.
The holder of this Certificate takes the same subject to all the terms and
conditions of the aforesaid Shareholders Agreement between the Trustees and the
aforesaid Shareholders of Central, and becomes a party to said Agreement, and is
entitled to the benefits thereof.
IN WITNESS WHEREOF, the Trustees have executed this Certificate on the ____
day of __________, 1987.
_____________________________________
X. X. Xxxxxx, Xx., Trustee
_____________________________________
X. Xxxxxx Xxxxxxx, Trustee
_____________________________________
Xxxxx Xxxxxx, Trustee
For value received ___________________________________ hereby sells,
assigns and transfers the within Certificate and all rights and interests
represented thereby, to ______________________, and does hereby irrevocably
appoint ______________________ attorney to transfer this certificate on the
books of the Trustees mentioned therein, with full power of substitution.
Dated ____________________, 19__, in the presence of:
_____________________________________, _______________________________________
_____________________________________
Holder
25
