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EXHIBIT 10.10
THE STATE OF TEXAS ss.
ss.
COUNTY OF XXXXXX xx.
THIS TRUST AGREEMENT is made and entered effective as of the 1st day of
October, 1999, between TRUETIME, INC., a California corporation, with principal
offices in Santa Rosa, California, as Grantor (the "Grantor"), and OYO
CORPORATION U.S.A., a Texas corporation, with principal offices in Houston,
Texas, as Trustee (the "Trustee").
W I T N E S S E T H:
The Grantor is desirous of creating a trust for the purposes and upon the
terms and provisions hereinafter set forth. Accordingly, the Grantor has
herewith transferred to the Trustee, and the Trustee does, by the execution of
these presents, acknowledge receipt from the Grantor of the sum of Three Million
Five Hundred Thousand and No 1/100 Dollars ($3,500,000) in cash. This property,
together with any other property which may hereafter be conveyed to the Trustee
subject to the trust hereby created, shall be held, administered and distributed
by the Trustee, upon the trust and for the purposes and uses herein set forth.
1. The Trustee hereby acknowledges, agrees, covenants and declares that it
holds all of the property it acquires from Grantor and all benefits and
advantages to be derived therefrom, in trust for and on behalf of the Grantor,
as and from the date first acquired by the Trustee.
2. The Trustee shall hold, manage, sell, exchange, invest and reinvest the
trust property, collect all income and, after deducting such expenses as are
properly payable, shall accumulate and distribute the income and principal as
the Grantor may direct. All trust income not otherwise appointed by the Grantor
shall be accumulated and invested.
3. The Grantor may at any time or from time to time remove the Trustee of
the trust, with or without cause, and may appoint a successor Trustee or may
terminate the trust.
4. The Trustee shall receive no compensation for serving under this trust
instrument. The Trustee shall be reimbursed for the reasonable costs and
expenses incurred in connection with such Trustee's duties.
5. No Trustee acting hereunder shall be required to give bond or other
security in any jurisdiction.
6. The Grantor may by acknowledged instrument alter, amend, revoke or
terminate this trust instrument on thirty days' notice to the Trustee (unless
waived). If the trust is terminated, the Trustee shall deliver the trust
property to the Grantor or as the Grantor shall direct.
7. The Trustee shall have all of the powers conferred upon trustees by the
Texas Trust Code, and by any future amendments to the Texas Trust Code or any
corresponding statute, except for any instance in which the Texas Trust Code or
such other statutory provisions may conflict with the express provisions of this
trust instrument, in which case the provisions of this trust instrument shall
control.
8. The Grantor shall have the right, from time to time, to grant, transfer
or convey to the Trustee such additional property as the Grantor shall desire to
become a part of the trust and, subject
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to acceptance by the Trustee, such additional property shall thereafter be held,
administered and distributed by the Trustee in accordance with the provisions of
this trust instrument.
9. A separate accounting shall be kept by the Trustee of the property given
to it subject to this trust instrument, but the Trustee may invest the trust
property in joint investments or joint interests in investments with other
assets managed by the Trustee, and this trust shall be credited with an
undivided interest in all joint investments in the proportion which is assigned
to it or in the proportion which its contribution to such investments bears to
the whole.
10. ALL QUESTIONS PERTAINING TO THIS TRUST INSTRUMENT'S VALIDITY,
CONSTRUCTION AND ADMINISTRATION SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the Grantor and the Trustee have hereunto set their
hands as of the date first above written.
TRUETIME, INC., Grantor
By: /s/ Xxxxxxx X. Von der Xxxxxx
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Name: Xxxxxxx X. Von der Xxxxxx
Title: Vice President and Chief Financial Officer
OYO CORPORATION U.S.A., Trustee
By /s/ Xxxxxx X. Xxxx, Xx.
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Name: Xxxxxx X. Xxxx, Xx.
Title: President
