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Exhibit 10.14
TRUST AGREEMENT
By and Between
SEEC, INC.
and
XXXXXXXX XXXX, President of SEEC, INC.
and XX. X. XXXXXXXXXX, Managing Director
of ERA Software Systems Pvt. Ltd.
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TRUST AGREEMENT
THIS TRUST AGREEMENT is made in triplicate this ____ day of
__________________, 1992, between SEEC, INC., a corporation organized under the
laws of Pennsylvania, hereinafter called "Settlor", and XXXXXXXX XXXX,
President of SEEC, INC. and Xx. X. Xxxxxxxxxx, Managing Director of ERA
Software Systems Pvt. Ltd., known as and hereinafter called "ERA".
1. The aforesaid Xxxxxxxx Xxxx and Xx. X. Xxxxxxxxxx are hereinafter
called "Trustees" of the trust created by this instrument, to be known as "ERA
Foundation for the Administration of the SEEC, Inc. Stock option Plan"
(hereinafter "ERA Foundation").
2. Settlor hereby transfers to ERA Foundation and its trustees shares
of common stock of SEEC, INC. in the following amounts, and for distribution to
the described beneficiaries on the following terms and conditions:
A. Settlor hereby transfers to ERA Foundation and its trustees
500,000 shares of common stock of SEEC, INC., to be held in trust for the
benefit of ERA and to be distributed to ERA or to ERA's shareholders at the
termination of this trust as defined in Paragraph 14 of this trust instrument.
B. Settlor hereby transfers to ERA Foundation and its trustees an
additional 100,000 shares of common stock of SEEC, INC. to be held in trust for
the employees of ERA. Trustees may, from time to time pursuant to the SEEC,
Inc. Stock Option Plan, and
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Incentive Stock Option Agreement, in their sole discretion, grant to said ERA
employees the option right to purchase specified units of said 100,000 shares,
at the price of one (1) cent a share or at such other value as may be
determined by Trustees, in consideration of, and as a reward for, the services
of said employees in advancing the interests of ERA and SEEC, INC. Trustees
shall have the sole discretion to determine the value of said services and the
proportionate amount of shares for which the trustees may transfer an option
right to purchase to said employees.
3. In the event of the death of any beneficiary of this trust who has
been granted the option right to purchase shares of common stock of SEEC, INC.,
said option right shall pass to the heir or heirs of said beneficiary as
determined by the law of domicile of said beneficiary.
4. Any named trustee may resign at any time without court approval.
5. In the event of death, resignation, or incapacitation of either of
the named trustees, a successor trustee may be elected by the beneficiaries of
this trust, whether corporate or individual, who have theretofore been granted
option rights to purchase the stock held by ERA Foundation and trustees. A
majority of said beneficiaries shall elect the successor trustee by an
instrument signed and acknowledged by them and delivered to the surviving
trustee. Such successor trustee shall qualify by filing his or her written
consent to act as same with the trust records.
6. Trustees shall serve without compensation, but shall be reimbursed
by ERA for any expenses incurred by said trustees in
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discharging their duties as trustees, including, but not limited to, telephone,
postage, and travel expenses.
7. Settlor hereby waives any conflict of interest that may arise from
a) the ownership of any shares of stock by either trustee in either SEEC, INC.
or in ERA; or b) employment of either trustee by SEEC, INC. or ERA.
8. Trustees shall not be liable to any beneficiary for any loss or
depreciation in value of the shares of common stock of SEEC, INC. transferred
by this instrument to the trust.
9. The duties, powers and liabilities of trustees shall not be changed
without their consent.
10. Trustees may receive further transfers of stock of SEEC, INC.
which will be held by trustees subject to the terms of this trust agreement.
Trustees agree to hold such additions in trust for the uses and in the manner
set forth herein.
11. Prior to transfer of the shares of SEEC, Inc. to ERA pursuant to
paragraph 2A of this Trust Agreement, and prior to the transfer of shares to
ERA employees upon their exercise of the stock options granted to them pursuant
to paragraph 2B, such dividends as may be declared from time to time by SEEC,
Inc. on its stock shall be paid to trustees.
12. Trustees shall have the power to invest said dividends and
reinvest, at their discretion, whether in common and preferred stocks, or in
such common trust, diversified, money market, or mutual funds, as they deem
appropriate. Trustees shall also have the discretionary power to distribute
said dividends to
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the employees of ERA to whom stock options have been granted by trustees
pursuant to paragraph 2B of this trust instrument.
13. At the termination of the trust, any undistributed dividends as
augmented by any investments, shall pass to the beneficiaries together with the
shares as specified in paragraph 14 below.
14. This trust shall terminate in the event that SEEC, INC. is
acquired by another corporation, or in the event that SEEC, INC. makes a public
offering of its shares for public sale, or at the passage of ten (10) years
from the date of this instrument, whichever first occurs. Upon termination of
the trust, Trustees will transfer to ERA or to ERA's shareholders the 500,000
shares of SEEC, INC. held in trust for ERA. Further, upon termination of the
trust, the option rights of the beneficiary-employees of ERA to purchase shares
of SEEC, INC. that they may theretofore have acquired shall be deemed fully
vested and exercisable. Upon exercise by said beneficiary-employees of ERA
their options, Trustees will transfer to them the shares of SEEC, INC.
encompassed by said options at the price previously determined by Trustees
pursuant to Paragraph 2B of this trust instrument.
15. Upon termination of the trust, any shares of SEEC, INC. remaining
in the trust, the purchase option rights for which have not been granted to any
beneficiary, and any funds representing dividends or investment of dividends on
said shares, together with any funds obtained from the beneficiaries upon
exercise of purchase option rights granted to them, shall revert and pass to
Settlor.
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16. Until termination of this trust, the shareholder's right to vote
the shares of SEEC, INC. transferred to Trustees by this trust agreement shall
reside in Trustees.
17. Questions pertaining to the validity, construction and
administration of the trusts created by this instrument shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania. If litigation
over any dispute arising hereunder is pursued such lawsuit or lawsuits shall be
filed in the courts of the Commonwealth of Pennsylvania.
18. The situs of this trust shall be in the Commonwealth of
Pennsylvania.
19. Trustees shall provide to the trust beneficiaries an annual
statement of the administration of the trust by trustees.
SIGNED, SEALED and DELIVERED this _______ day of ____________________
, 1992, in the presence of
SEEC, INC., Settlor
By: /s/ XXXXXXXX XXXX
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Witness XXXXXXXX XXXX, President
/s/ XXXXXXXX XXXX
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Witness XXXXXXXX XXXX, Trustee
/s/ XX. X. XXXXXXXXXX
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Witness XX. X. XXXXXXXXXX, Trustee
Managing Director, ERA
Software Systems Pvt. Ltd.
