ZACKS VOTING TRUST TERMINATION AGREEMENT
EXHIBIT 1
TERMINATION AGREEMENT
This Agreement is made to be effective on April 14, 2007, by and between Xxxxxx Xxxxx,
individually and as sole voting trustee of the Zacks Voting Trust, and The Huntington National Bank
(the “Depositary”).
WITNESSETH:
WHEREAS, certain shareholders of X.X. Xxxxx Corporation, an Ohio corporation (the “Company”),
and the Depositary entered into a Voting Trust Agreement on October 29, 1974 creating the
Zacks-Streim Voting Trust (the “Voting Trust”); and
WHEREAS, the aforesaid Voting Trust Agreement was amended on March 9, 1985 and in July 1992
(the Voting Trust Agreement, with all amendments thereto, being herein referred to as the
“Agreement”);
WHEREAS, a total of 585,056 common shares of the Company are currently deposited in the Voting
Trust (the “Voting Trust Shares”), and are held by the Depositary pursuant to the Agreement; and
WHEREAS, Xxxxxx Xxxxx is currently the voting trustee under the Voting Trust and holds a
voting trust certificate for, and is the beneficial owner of, 137,930 of the Voting Trust Shares;
and
WHEREAS, 447,126 of the Voting Trust Shares are currently represented by a voting trust
certificate in the name of Xxxxxxxx Xxxxx Xxxxxx, as Trustee under a trust (the “Xxxxx Xxxxx
Trust”) created by the will of Xxxxx Xxxxx (the “Xxxxx Xxxxx Trust Shares”); and
WHEREAS, by reason of an Order dated June 18, 1997, the Franklin County Probate Court divided
the Xxxxx Xxxxx Trust into certain subtrusts and allocated all of the Xxxxx Xxxxx Trust Shares to
the GZ Trust, but a new voting trust certificate was not issued to the GZ Trust; and
WHEREAS, as a result of the death of Xxxxxxxx Xxxxx Xxxxxx, the Xxxxx Xxxxx Trust Shares owned
by the GZ Trust pass outright
to Xxxxxx Xxxxx so that Xxxxxx Xxxxx is now the beneficial owner of all the Voting Trust Shares;
and
WHEREAS, Xxxxxx Xxxxx, as the voting trustee under the Voting Trust and as the beneficial
owner of all of the Voting Trust Shares, desires to terminate the
Agreement and the Voting Trust,
and to have record ownership of the Voting Trust Shares transferred to him, individually; and
WHEREAS, pursuant to the request of Xxxxxx Xxxxx, as the voting trustee and the beneficial
owner of the Voting Trust Shares, the Depositary is willing to terminate the Agreement and
transfer record ownership of the Voting Trust Shares to Xxxxxx Xxxxx;
NOW, THEREFORE, in consideration of the premises and of their mutual covenants and agreements,
the parties hereto intending to be legally bound hereby agree as follows:
1. The Agreement is hereby terminated, effective immediately.
2. The Depositary shall deliver to Xxxxxx Xxxxx, individually, one or more share certificates
evidencing the Voting Trust Shares. The certificate or certificates for the Voting Trust Shares
shall be duly endorsed by the Depositary for transfer to Xxxxxx Xxxxx, with all signature
guarantees as may be required by the Company’s transfer agent for transfer of the Voting Trust
Shares.
3. The voting trust certificates evidencing the Voting Trust Shares are hereby cancelled.
4. Xxxxxx Xxxxx hereby represents to the Depositary that he is the sole beneficial owner of
the Voting Trust Shares and the voting trustee under the Voting Trust, and has the authority to
direct the Depositary to terminate the Agreement.
IN WITNESS WHEREOF, this Termination Agreement has been executed by or on behalf of the
parties hereto to be effective as of the date first above written.
THE HUNTINGTON NATIONAL BANK
By
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/s/ Xxx Xxxxxxx | /s/ Xxxxxx Xxxxx, Voting Trustee | ||||
Xxx Xxxxxxx | Xxxxxx Xxxxx, Voting Trustee | |||||
Vice President & Trust Officer | ||||||
/s/ Xxxxxx Xxxxx | ||||||
Xxxxxx Xxxxx, Individually |