Common use of MAINTENANCE OF THE ESCROW Clause in Contracts

MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for each Stockholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Stockholder on the basis of a list of the Stockholders' respective ownership percentage provided to the Escrow Agent by the Stockholder Representative. The Escrow Agent shall maintain records showing each Stockholder's Proportionate Interest in the Escrow Fund and shall adjust each Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder in the Escrow. For purposes of this Agreement, each Stockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder in the Escrow bears to the value of all property held for the account of all Stockholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days preceding the date of the Plan of Reorganization. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.

MAINTENANCE OF THE ESCROW. (a) The Escrow Agent shall establish ------------------------- a separate account ("SUBACCOUNTS") for each Former H.S. Trask Stockholder showing for the number of Escrow Shares and set opposite such Former H.S. Trask Stockholder ANNEX B (the amount and type of other property"FORMER H.S. TRASK STOCKHOLDER LIST"), if any, held in the Escrow for such Stockholder which has been determined on the basis of a list the provisions of the Stockholders' respective ownership percentage provided to Merger Agreement. All dividends and distributions in respect of the Escrow Shares, whether in cash, additional shares of Phoenix Footwear common stock or other property received by the Escrow Agent shall be distributed currently to the Former H.S. Trask Stockholders and shall be retained by the Stockholder RepresentativeEscrow Agent as part of the Escrow Fund and credited proportionately to the Subaccounts to which the Escrow Shares are credited. In the event the Escrow Shares are reclassified or otherwise changed into or exchanged for other securities, property or cash pursuant to any merger, consolidation, sale of assets and liquidation or other transaction, the securities, cash or other property received by the Escrow Agent in respect of the Escrow Shares shall be retained by it as part of the Escrow Fund, credited proportionately to the Subaccounts to which the Escrow Shares are credited and, in the case of securities, registered in the name of the Escrow Agent or its nominee. All cash, property, Phoenix Footwear common stock and other securities received and retained by the Escrow Agent as described in this Section 4 are referred to herein as "DISTRIBUTIONS." The provisions of this Section 4 shall apply to successive Distributions. (b) The Escrow Agent shall maintain records showing each Stockholder's Proportionate Interest in Pro-Rata Share of the Escrow Fund and shall adjust each Former H.S. Trask Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder in the Escrow. For purposes of this Agreement, each Stockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Former H.S. Trask Stockholder in the Escrow bears to the value of all property held for the account of all Stockholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days preceding the date of the Plan of ReorganizationFund. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect Phoenix Footwear shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nomineenominee on behalf of the Former H.S. Trask Stockholders in the respective amounts set forth on the Former H.S. Trask Stockholder List. Notwithstanding the above, upon the determination by Phoenix Footwear that a Stockholder has perfected its dissenter's right of appraisal under applicable Montana law, Phoenix Footwear shall deliver to the Escrow Agent a revised Former H.S. Trask Stockholder List that takes into account such determination in calculating the Pro-Rata Share of all other Former H.S. Trask Stockholders, which revised Former H.S. Trask Stockholder List shall be satisfactory in form and substance to the Stockholders Representative and which shall replace, in its entirety, the ANNEX B attached hereto. (c) All dividends, distributions, interest and gains earned or realized on the Escrow Fund ("Earnings") and credited to a Subaccount shall be accounted for by the Escrow Agent separately from the Escrow Fund and, notwithstanding any provisions of this Agreement, shall be treated as having been received by the Former H.S. Trask Stockholders to whose Subaccount the Earnings are credited for tax purposes. The Former H.S. Trask Stockholder List sets forth each Former H.S. Trask Stockholder's address and Taxpayer Identification Number. The Escrow Agent shall file information returns with the United States Internal Revenue Service and payee statements

MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for (a) EXHIBIT B sets forth the name, address and taxpayer identification number (when known) of each Stockholder showing of the Indemnifying Shareholders, the number of Escrow Shares initially deposited on behalf of each of the Indemnifying Shareholders into each of the Escrow Funds and the amount and type proportionate interest of other property, if any, held each Indemnifying Shareholder in the Escrow for such Stockholder on the basis of a list of the Stockholders' respective ownership percentage provided to ("PROPORTIONATE INTEREST"). Distributions from the Escrow Agent by the Stockholder Representative. The Escrow Agent shall maintain records showing be made in accordance with each StockholderIndemnifying Shareholder's Proportionate Interest as set forth in the Escrow Fund EXHIBIT B and shall adjust each Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder in the Escrow. For purposes of this Agreement, each Stockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder in the Escrow bears to the value of all property held for the account of all Stockholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value valued at the per share price of $_______ (which is equal to the average closing sale price of Aspect Common Stock (as quoted on the Nasdaq National Market and as reported in The Wall Street Journal) ----------------------- the WALL STREET JOURNAL of one share of Acquirer Common Stock for the ten (10) five trading days preceding prior to and including the trading day ending one day prior to March ____, 2000, the date of execution of the Plan of Reorganization) (the "CLAIM VALUATION PER SHARE PRICE"), which Claim Valuation Per Share Price shall be subject to adjustment for changes in Acquirer's capital stock as provided in Section 1.1.4 of the Plan of Reorganization. The Escrow Agent need not distribute fractional shares. Accordingly, in distributing Escrow Shares, the Escrow Agent shall round down the number of shares to be distributed and shall distribute that number. Acquirer shall provide to the Escrow Agent, and the Escrow Agent shall distribute to each person who would otherwise be entitled to a fractional share, cash-in-lieu of such fractional interest, computed in accordance with the Claim Valuation Per Share Price. Acquirer shall be deemed to have purchased the shares for which it has provided cash-in-lieu payments. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect Acquirer shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund Funds shall be registered in the name of the applicable Indemnifying Shareholder. (b) Promptly after the Effective Time, but in any event within ten (10) business days after receipt of the letter of transmittal from the Exchange Agent, each Indemnifying Shareholder will deliver to the Escrow Agent a duly endorsed stock power (a "STOCK POWER") substantially in the form attached as EXHIBIT C. In the event any Additional Escrow Shares are issued, or its nomineeif the Escrow Agent reasonably requires an additional Stock Power(s) to effect a transfer, each Indemnifying Shareholder will, upon request, promptly execute and deliver an additional Stock Power to the Escrow Agent.

MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for each Stockholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Stockholder on the basis of the provisions of the Merger Agreement and a list of the Stockholders' respective ownership percentage of TARGET Capital Stock provided to the Escrow Agent by the Stockholder Representative. Stockholders' Agent, a copy of which is annexed hereto as Annex C. The Escrow Agent shall maintain records showing each Stockholder's Proportionate Interest in Pro-Rata Share of the Escrow Fund and shall adjust each Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder in the Escrow. For purposes of this Agreement, each Stockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder in the Escrow bears to the value of all property held for the account of all Stockholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days preceding the date of the Plan of Reorganization. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect PURCHASER shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nomineenominee on behalf of the Stockholders in the respective amounts set forth on Annex C. Notwithstanding the above, upon the determination by PURCHASER that a Stockholder has perfected its dissenter's right of appraisal under applicable Delaware law, PURCHASER shall deliver to the Escrow Agent a revised Annex C that takes into account such determination in calculating the Pro-Rata Share of all other Stockholders, which revised Annex C shall be satisfactory in form and substance to the Stockholders' Agent and which shall replace, in its entirety, the Annex C attached hereto.

MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for each Stockholder Securityholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Stockholder Securityholder on the basis of a list of the StockholdersSecurityholders' respective ownership percentage provided to the Escrow Agent by the Stockholder RepresentativePrincipal Shareholders. The Escrow Agent shall maintain records showing each StockholderSecurityholder's Proportionate Interest in the Escrow Fund and shall adjust each StockholderSecurityholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder Securityholder in the Escrow. For purposes of this Agreement, each StockholderSecurityholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder Securityholder in the Escrow bears to the value of all property held for the account of all Stockholders Securityholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Xxxxx Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street JournalTHE WALL STREET JOURNAL) ----------------------- for the ten (10) trading days preceding the date of Effective Time (as defined in the Plan of Reorganization) (the "Value Date"). The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect Xxxxx shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.

MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for each Stockholder Indemnifying Shareholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Stockholder Indemnifying Shareholder on the basis of a list of the StockholdersIndemnifying Shareholders' respective ownership percentage provided to the Escrow Agent by the Stockholder Shareholder Representative. The Escrow Agent shall maintain records showing each StockholderIndemnifying Shareholder's Proportionate Interest (as defined below) in the Escrow Fund and shall adjust each StockholderIndemnifying Shareholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder Indemnifying Shareholder in the EscrowEscrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintained. For purposes of this Escrow Agreement, each StockholderIndemnifying Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder Indemnifying Shareholder in the Escrow bears to the value of all property held for the account of all Stockholders Indemnifying Shareholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Buyer Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days next preceding the date of the Plan of Reorganizationa valuation. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect Buyer shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.

MAINTENANCE OF THE ESCROW. (a) The Escrow Agent shall establish ------------------------- a separate account ("SUBACCOUNTS") for each Former X.X. Xxxxx Stockholder showing for the number of Escrow Shares and set opposite such Former X.X. Xxxxx Stockholder ANNEX A (the amount and type of other property"FORMER X.X. XXXXX STOCKHOLDER LIST"), if any, held in the Escrow for such Stockholder which has been determined on the basis of a list the provisions of the Stockholders' respective ownership percentage provided to Merger Agreement. All dividends and distributions in respect of the Escrow Shares, whether in cash, additional shares of Phoenix Footwear common stock or other property received by the Escrow Agent shall be distributed currently to the Former X.X. Xxxxx Stockholders and shall be retained by the Stockholder RepresentativeEscrow Agent as part of the Escrow Fund and credited proportionately to the Subaccounts to which the Escrow Shares are credited. In the event the Escrow Shares are reclassified or otherwise changed into or exchanged for other securities, property or cash pursuant to any merger, consolidation, sale of assets and liquidation or other transaction, the securities, cash or other property received by the Escrow Agent in respect of the Escrow Shares shall be retained by it as part of the Escrow Fund, credited proportionately to the Subaccounts to which the Escrow Shares are credited and, in the case of securities, registered in the name of the Escrow Agent or its nominee. All cash, property, Phoenix Footwear common stock and other securities received and retained by the Escrow Agent as described in this Section 4 are referred to herein as "DISTRIBUTIONS." The provisions of this Section 4 shall apply to successive Distributions. (b) The Escrow Agent shall maintain records showing each Stockholder's Proportionate Interest in Pro-Rata Share of the Escrow Fund and shall adjust each Former X.X. Xxxxx Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder in the Escrow. For purposes of this Agreement, each Stockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder in the Escrow bears to the value of all property held for the account of all Stockholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days preceding the date of the Plan of Reorganization. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.Former X.X. Xxxxx

MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for each Stockholder Securityholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Stockholder Securityholder on the basis of a list of the StockholdersSecurityholders' respective ownership percentage provided to the Escrow Agent by the Stockholder Shareholder Representative. The Escrow Agent shall maintain records showing each StockholderSecurityholder's Proportionate Interest in the Escrow Fund and shall adjust each StockholderSecurityholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder Securityholder in the Escrow. For purposes of this Agreement, each StockholderSecurityholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder Securityholder in the Escrow bears to the value of all property held for the account of all Stockholders Securityholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Xxxxx Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street JournalTHE WALL STREET JOURNAL) ----------------------- for the ten (10) trading days preceding the date of Effective Time (as defined in the Plan of Reorganization). The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect Xxxxx shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.