EXHIBIT 1
VOTING TRUST
Voting Trust Agreement (the "Trust") dated as of October 7, 1997 by and
between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the "Stockholders" and,
individually, a "Stockholder") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, as
trustees (the "Trustees").
W I T N E S S E T H
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WHEREAS, effective December 24, 1997, each Stockholder will be the holder
of record of shares of common stock, par value $.01 per share (the "Stock") of
Just Toys, Inc., a Delaware corporation (the "Company") set forth opposite his
name on Schedule A attached hereto.
WHEREAS, the Stockholders desire to vest the right to vote their
respective shares of the Stock in the Trustees.
AGREEMENTS:
To accomplish the foregoing, the parties create the Trust under the
following terms and conditions:
ARTICLE I
TRANSFER OF SHARES
1.1 The Stockholders shall irrevocably transfer their respective shares of
Stock to the Trustees which shall be held by the Trustees in accordance with
this Trust.
1.2 Certificates representing the Trust's shares of Stock shall bear a
legend to the effect that such shares are issued pursuant to this Trust.
1.3 The Company's transfer agent shall be instructed by the Trustees to
note in the stock ledger of the Company that the Trust's shares of Stock are
issued pursuant to this Trust.
ARTICLE II
TRUST TERM
2.1 This Trust begins on the date first indicated above, and ends on the
date three (3) years following that date, unless earlier terminated by the
beneficial owners of at least 60% of
the Trust's shares of Stock or extended by the written agreement of the Trustees
and all of the Stockholders.
ARTICLE III
THE TRUSTEES
3.1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the Trustees.
3.2 Each Trustee shall have the right to appoint a successor Trustee by
his Last Will and Testament which has been duly admitted to probate or by a
written instrument signed by him, the latest in date of which shall prevail. If
any deceased Trustee shall have failed to so designate a successor, his legal
representative shall have the right to appoint a successor Trustee.
3.3 A Trustee may resign at any time by a written instrument signed by
such Trustee.
3.4 No Trustee shall be required to obtain the order of any court to
exercise any power or discretion under this Trust and shall not be required to
file any accounting with any public official. The Trustees shall, however,
maintain accurate records concerning the Trust, which shall be open to
inspection by any Stockholder, at the Stockholder's expense, during normal
business hours.
3.5 If only one Trustee shall at any time be serving as such and no
successor Trustee has been appointed to fill the vacant Trustee position as
otherwise provided herein, the Stockholders beneficially owning a majority in
interest in the Trust's shares of Stock may appoint a successor Trustee.
ARTICLE IV
VOTING, DISTRIBUTIONS, NEW SHARES OF STOCK
4.1 The right and manner of voting the Trust's shares of Stock shall be
divided two-thirds to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or his successor and one-third to ▇▇▇▇▇▇
▇▇▇▇▇▇ or his successor, if both Trustees shall then be serving as such. If
there shall at any time be only one Trustee, and no successor Trustee has been
appointed to fill the vacant Trustee position as provided herein, such Trustee
shall have the authority to direct the right and manner of voting of all of the
Trust's shares of Stock.
4.2 During the Trust's term, the Trustees shall be entitled exclusively to
vote the Trust's shares of Stock at any annual or special meeting of the
Company's stockholders or to consent to any action of the Company's stockholders
taken without meeting.
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4.3 The Trustees shall distribute promptly and currently to each
Stockholder his or her proportionate share of all distributions made by the
Company with respect to the Stock held by the Trust.
4.4 If, in case of any recapitalization, reorganization, merger,
consolidation or other similar transaction, new shares of Stock are issued in
exchange for the shares held by the Trustees, the Trustees shall hold such new
Stock under the same terms, conditions, and responsibilities as the old Stock.
ARTICLE V
WHEN THE TRUST ENDS
5.1 When the Trust ends, the Trustees shall return to each of the
Stockholders, or to the transferee, assignee, or successor in interest to any
Stockholder who has died, such person's portion of the Trust's shares, and this
Trust shall terminate.
ARTICLE VI
LIMITATIONS ON TRUSTEES' LIABILITY
6.1 In the administration of the Trust, the Trustees shall not be required
to (i) enter into any contract or other obligation or (ii) become liable to pay
or incur the payment of any damages, attorney fees, fines, penalties, costs, or
other sums of money. The Trustees shall incur no responsibility as a
stockholder, Trustee or otherwise by virtue of their service as Trustees
hereunder except for their own individual malfeasance.
6.2 The Stockholders will indemnify the Trustee from loss on account of
any payment or liability to make any payment of money on account of any
litigation or claim resulting from the Trustees' legal title to the Trust's
assets or otherwise in conjunction with the Trust. The Stockholders agree
jointly and severally that they will, on the Trustees' written demand, pay the
Trustees an amount equal to all of the payments made or required to be made by
the Trustees for which the Trustees have a right to such indemnification. The
Trustees are not obligated to make any distribution of any sum under this
agreement to any Stockholder if any indemnification payment has not been made,
even if that Stockholder has contributed towards any such payment.
ARTICLE VII
MISCELLANEOUS
7.1 A copy of this Trust shall be filed by the Trustees in the registered
office of the Company in the State of Delaware, which copy shall be open to the
inspection of any Stockholder of the Company or any beneficiary of the Trust
daily during business hours.
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7.2 This Trust shall be governed by and construed according to the laws of
the State of Delaware applicable to agreements executed and to be performed
entirely therein.
7.3 No part of this Trust will be affected if any other part of it is held
unenforceable or invalid.
7.4 This Trust may be executed in two or more counterparts each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Stockholders and the Trustees have duly executed
this Trust on the day and year first written above:
STOCKHOLDERS:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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TRUSTEES:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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SCHEDULE A
SHARES OF JUST TOYS, INC. STOCK OWNED
Name No. of Shares Owned
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 46,500
▇▇▇▇▇ ▇▇▇▇▇▇ 25
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 31,000
▇▇▇▇ ▇▇▇▇▇▇ 31,000
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 31,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ 113,658
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 46,500
