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VOTING TRUST AGREEMENT
This Agreement is made and entered into this _____ day of
____________, 1994, by and between XXXXX X. XXXXXXX and XXXXX X. XXXXX in their
capacity as holders of all the Class A Voting Common Stock in MSAM, Inc., a
Florida corporation, (collectively, the "Shareholders") and XXXXX X. XXXXXXX
and XXXXX X. XXXXX in their capacity as trustees of the voting trust created
herein (collectively, the "Trustees").
RECITALS
The authorized, issued and outstanding common stock of MSAM consists
of two (2) shares of Class A Voting Common Stock (the "Voting Stock") and Nine
Hundred Ninety-Eight (998) shares of Class B Non-Voting Common Stock.
Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxx each own one (1) share of the
Class A Voting Common Stock of MSAM.
The Shareholders desire to secure the continuity and stability of
MSAM's policies and management in the event of the death of either Xxxxx X.
Xxxxxxx or Xxxxx X. Xxxxx.
The Shareholders deem it advisable to create a voting trust pursuant
to this Agreement and assign and deliver the Voting Stock to the Trustees who
have agreed to act upon the terms, provisions and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto in consideration of the mutual
covenants, agreements and specific considerations set forth below, the adequacy
and sufficiency of which is hereby acknowledged, and intending to be legally
bound, agree as follows:
SECTION 1. TRANSFER OF SHARES TO TRUSTEES. Simultaneous with the
execution of this Agreement, the Shareholders shall transfer and deliver to the
Trustees stock certificates representing all of the Voting Stock to be held in
trust pursuant to the terms, provisions and conditions of this Agreement and
shall immediately deposit with the Trustees any and all certificates for
additional shares of voting stock that subsequently may be acquired by them
during the term of this Agreement. All such stock certificates shall be
properly endorsed, or accompanied by such instruments of transfer as to enable
the Trustees to cause such stock certificates to be
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transferred into the name of the Trustees, as hereinafter provided. All stock
certificates transferred and delivered by the Shareholders to the Trustees
pursuant to this Agreement shall be immediately surrendered by the Trustees to
MSAM and cancelled, and new stock certificates therefor shall be issued to and
held by the Trustees in the name of "Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxx as
Trustees of the MSAM, Inc. Voting Trust". Upon transfer of such stock
certificates into the names of the Trustees, the Trustees shall hold such stock
certificates subject to the terms of this Agreement and shall thereupon issue
and deliver to the Shareholders voting trust certificates (the "Trust
Certificates") for the stock certificates transferred and delivered to the
Trustees by the Shareholders.
SECTION 2. TRUST CERTIFICATES. The Trustees shall issue and deliver
to the Shareholders Trust Certificates for the same number of shares of the
Voting Stock transferred by each individual Shareholder to the Trustees in
substantially the same form as set forth below:
Trust Certificate
No. _____ ____ Shares
Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxx, Trustees of all the Class A
Voting Common Stock of MSAM, Inc., under a Voting Trust Agreement dated
February __, 1994 (the "Voting Trust Agreement"), having received all stock
certificates representing the Class A Voting Common Stock of MSAM, Inc.,
pursuant to such Voting Trust Agreement, hereby certify that
_______________________ will be entitled to receive a stock certificate for
________ shares of fully paid Class A Voting Common Stock of MSAM, Inc. at the
par value of $1.00 each, on the termination of such Voting Trust Agreement.
Until the Trustees have delivered the stock held by them under the
Voting Trust Agreement to the holders of trust certificates, the Trustees shall
possess and be entitled to exercise all rights and powers of an absolute owner
of such stock, including the right to vote thereon for every purpose, and to
execute consents in respect thereof for every purpose, it being expressly
stipulated that no voting right passes to the above-named owner hereof, or his
assigns, by or under this trust certificate or by or under any agreement,
expressed or implied.
This trust certificate is transferable only with the consent of the
Trustees. Until so transferred, the Trustees shall treat the registered holder
as owner hereof for all purposes whatsoever.
Copies of the Voting Trust Agreement and a list of the names and
addresses of all owners of beneficial interests in the trust and the number and
class of shares transferred to the Trustees, are maintained at the principal
office of MSAM, Inc. in Birmingham, Alabama. Such list and Voting Trust
Agreement are open to the inspection of MSAM's shareholders or any beneficiary
of the trust daily during normal business hours.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement this
___ day of _____________________, 1994.
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XXXXX X. XXXXXXX, Trustee
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XXXXX X. XXXXX, Trustee
SECTION 3. TRANSFERABILITY OF TRUST CERTIFICATE. The Trust
Certificates shall be transferable by the registered holders thereof only with
the consent of the Trustees, which shall not be unreasonably withheld. A
transfer of a Trust Certificate shall vest in the transferee all right, title
and interest of the transferor in, to and under such Trust Certificate, and
upon such transfer and the surrender to the Trustees of the Trust Certificate
which is transferred, by the transferee thereof, the Trustees shall deliver to
the transferee a Trust Certificate of the same number of shares of stock
reflected by the Trust Certificate so transferred. Until such transfer, the
Trustees shall treat the registered holder of the Trust Certificate as owner
thereof for all purposes whatsoever. All transferees of a Trust Certificate
issued hereunder shall by acceptance of a Trust Certificate become a party
hereto as though an original signatory hereof.
SECTION 4. DIVIDENDS. The registered holder of the Trust Certificate
shall be entitled to receive payments equal to the cash dividends, if any, that
may be collected by the Trustees upon the number of shares of Class A Voting
Common Stock of MSAM in respect of which the Trust Certificate is issued. In
the event that stock certificates for any Class A Voting Common Stock of MSAM
shall be issued to the Trustees as stock dividends, the Trustees shall hold
such stock subject to the provisions of this Agreement, provided however, the
registered holder of each Trust Certificate shall be entitled to receive from
the Trustees a Trust Certificate for the number of shares received by the
Trustees as the stock dividend on the shares represented by each Trust
Certificate.
SECTION 5. VOTING. The Trustees shall have the exclusive right to
vote the Voting Stock in all proceedings wherein the vote or written consent of
MSAM's shareholders may be required or authorized by law.
SECTION 6. TERM.
(a) The term of this Agreement shall commence on the date hereof and
shall terminate on the tenth (10th) anniversary date of the date hereof. At
any time before the
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termination of this Agreement one or more holders of Trust Certificates
hereunder may by an extension agreement in writing and with the Trustees'
written consent extend the duration of this Agreement for a period not
exceeding ten (10) years. In the event of such extension, the Trustees shall
deliver copies of the extension agreement and list of beneficial owners to
MSAM's principal office.
(b) Notwithstanding the term of this Agreement set forth in (a)
above, this Agreement shall immediately terminate in the event (i) Masada
Security Holdings, Inc., a Delaware corporation, is dissolved, liquidated or
all or substantially all of its issued and outstanding stock or assets are
sold, conveyed, transferred or assigned to another entity, or (ii) both Xxxxx
X. Xxxxxxx and Xxxxx X. Xxxxx shall die, resign or otherwise fail or cease to
serve as Trustee hereunder.
SECTION 7. TRUSTEES. In the event either Xxxxx X. Xxxxxxx or Xxxxx
X. Xxxxx shall die, resign or otherwise fail or cease to serve as Trustee, then
and in any of such events, the other or survivor shall serve as sole Trustee
hereunder. In the event both Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxx shall die,
resign or otherwise fail or cease to serve as Trustee, then and in any of such
events, this Agreement shall immediately terminate.
SECTION 8. TRUSTEES' LIABILITY. The Voting Trustees shall exercise
their best judgment in the interests of MSAM in voting the Voting Stock or
doing any act with respect to the control or management of MSAM as holders of
the Voting Stock. The Trustees shall not be liable for any error of judgment
or mistakes of law incurred in connection with the discharge of their duties
hereunder. The Trustees shall serve in such capacities without compensation.
SECTION 9. TERMINATION. Upon the termination of this Agreement, as
herein provided, the Trustees shall, upon surrender of the Trust Certificates
by the Shareholders or their assigns, deliver to the holders thereof stock
certificates representing the shares of stock of MSAM equivalent in amount to
the shares represented by the Trust Certificates surrendered.
SECTION 10. BINDING EFFECT. All covenants and agreements contained
in this Agreement by or on behalf of any of the parties to this Agreement shall
bind and inure to the benefit of their respective heirs, next-of-kin,
executors, administrators, personal representatives and assigns.
SECTION 11. RECORDS. Copies of this Agreement and a list of the
names and addresses of all registered holders of
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Trust Certificates and the number and class of shares transferred to the
Trustees shall be maintained at the principal office of MSAM in Birmingham,
Alabama. Such list and Agreement shall be open to the inspection of MSAM's
shareholders or any beneficiary of the voting trust created herein daily during
normal business hours.
SECTION 12. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Florida, without
regard to principles of conflicts of law.
[signatures on following page]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement this
___ day of _____________________, 1994.
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
individually and as Trustee
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
individually and as Trustee
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