VOTING TRUST AGREEMENT
This Voting Trust Agreement ("Agreement") is by and between Xxxx Xxxx, Xxxxx
Xxxx, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxxx, all being shareholders
("Shareholders") of Jore Corporation, a Montana corporation ("Corporation"),
and any other persons who may become shareholders of the Corporation
subsequent to the date hereof and who elect to join herein, and Xxxxxxx X.
Xxxx in his capacity as trustee hereunder (the "Trustee").
RECITALS
A. Each Shareholder owns shares of the common stock, no par value per
share ("Common Stock"), of the Corporation, with each Shareholder's ownership
representing a proportion of the issued and outstanding shares of the
Corporation's Common Stock as indicated in Exhibit A attached hereto; and
B. In order to promote the effective management of the Corporation and
ensure the stability and continuity thereof, and to consolidate the vote of
the shares of Common Stock into a clear and definite policy under the
direction of the Trustee;
NOW, THEREFORE, it is hereby agreed and declared as follows:
1. CREATION, DURATION AND TERMINATION OF TRUST. There is hereby
created, for the purposes herein expressed, a trust for benefit of the
Shareholders, to be known as "The Jore Corporation Voting Trust", and the
Trustee may transact all affairs of the trust in such name. This trust shall
be effective as of the 30th day of June, 1997, and shall continue until June
30, 2007, unless earlier terminated in accordance with the terms of this
Agreement. This Agreement may be terminated by the mutual consent of the
Shareholders and the Trustee, and by the occurrence of any event which,
consistent with the terms of the Jore Corporation Shareholders' Agreement,
dated June 30, 1997 (the "Shareholders' Agreement"), reduces the number of
shareholders of the Corporation to one.
Upon the termination of the trust, the Trustee shall, upon the surrender
of the voting trust certificates by the respective holders thereof, assign
and transfer to them the number of shares of Common Stock represented thereby.
2. EXCHANGE OF CERTIFICATES. The Shareholders agree to deliver to the
Trustee certificates representing all shares of Common Stock owned by the
Shareholders, duly endorsed (or accompanied by duly endorsed stock powers)
for transfer and agree to take all actions necessary for the transfer to the
Trustee of their shares of Common Stock. The Trustee agrees that he will
cause the certificates representing the shares of Common Stock delivered
hereunder to be transferred on the books of the Corporation into the name of
the Trustee acting in his capacity as such. The Trustee
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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 1
agrees to issue and deliver to each Shareholder a Voting Trust Certificate in
the form attached hereto as Exhibit A ("Voting Trust Certificate"), which
shall evidence receipt by the Trustee of the certificates representing shares
of Common Stock pursuant to the terms of this Agreement. Voting Trust
Certificates shall be subject to the restrictions on the transferability
thereof contained in the Shareholders' Agreement. The Trustee shall keep a
list of the shares of Common Stock transferred to him and shall keep a record
of the name, address and beneficial interest of the holders of Voting Trust
Certificates issued hereunder. Such list and record shall be open at all
reasonable times to the inspection of the holders of Voting Trust
Certificates. A copy of this Agreement shall be available for inspection at
the registered office of the Corporation during the existence of the trust,
and certificates issued to the Trustee in his capacity as such shall bear a
legend reflecting the existence of the trust created hereby.
3. AGREEMENTS OF TRUSTEE. The Trustee agrees to hold the shares of
Common Stock transferred to him hereunder in trust for the common benefit of
the Shareholders, all in accordance with the terms and conditions of this
Agreement.
4. POWERS AND RIGHTS OF TRUSTEE. The Shareholders, in conveying legal
title to the shares of their Common Stock to the Trustee, agree that by
virtue of his control of such stock during the term of and pursuant to this
Agreement, the Trustee shall be the sole possessor of the following
Shareholders' rights with respect to such shares, subject to the other
provisions of this Agreement:
(a) the right to vote the Common Stock in person or by nominee,
agent, attorney-in-fact or proxy at all meetings of shareholders and any
adjournments thereof;
(b) the right to participate in, consent to, or ratify any
corporate or shareholders' action;
(c) the right to become financially interested in any matter or
transaction to which the Corporation or any entity subsidiary to, controlled
by, or affiliated with the Corporation may be a party, and the right to
contract with or become financially interested in any entity subsidiary to,
controlled by or affiliated with the Corporation as fully and freely as
though the Trustee was not the Trustee hereunder;
(d) the right to dissolve the Corporation, or to merge or
consolidate it with another corporation or corporations;
(e) the right to amend the Articles of Incorporation or Bylaws of
the Corporation; and
(f) the right to sell substantially all the assets of the
Corporation, whether or not in the ordinary course of business.
The Shareholders shall retain all rights to dividends, other
distributions and/or rights
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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 2
to the assets of the Corporation upon liquidation of the shares of Common
Stock subject to this trust, subject to the provisions of Section 5 hereof.
It shall be the duty of the Trustee, and he shall have full power and
authority, and he is hereby fully empowered and authorized, to represent the
holders of the Voting Trust Certificates and the Common Stock transferred to
the Trustee as foresaid, and to vote the Common Stock, as in judgment of the
Trustee may be for the best interest of the Corporation, at all meetings of
the shareholders of the Corporation, in the election of directors and upon
any and all matters and questions which may be brought before such meetings or
be presented for action by written consent, as fully as any Shareholder might
do if personally present.
The Trustee, in accepting legal title to the Common Stock deposited
pursuant to this Agreement, agrees to exercise his best judgment in the
interest of the Corporation, to assure propers, stable, and continuous
management of the affairs of the Corporation, but the Trustee is not
responsible for the acts of the directors and officers of the Corporation
whether or not taken pursuant to the vote or consent of the Trustee as
shareholder, or whether ratified afterwards by the Trustee as shareholder.
The Turstee, may, in his discretion, notice and call a meeting to obtain
instructions regarding the voting of the Common Stock upon any question to be
considered at a shareholders' meeting. If the Trustee calls such a meeting
of the holders of Voting Trust Certificates, the Trustee shall be bound to
vote the stock in accordance with the unanimous vote of the holders of Voting
Trust Certificates representing all of the voting power of Common Stock
deposited with the Trustee pursuant to this Agreement or to abstain from
voting thereon if there is no such unanimous consent.
The Trustee does not have the right, power or authority, directly or
indirectly, to sell, pledge, assign, hypothecate, encumber, give, convey,
transfer (whether voluntarily or involuntarily, by operation of law or
judicial decree), mortgage or otherwise dispose of any of the Voting Trust
Certificates (or any interest thereon) or any of the Common Stock (or any
interest therein) deposited in trust except as provided by this Agreement and
the Shareholders' Agreement.
5. DIVIDENDS. The Trustee shall collect and receive all dividends and
distributions that may accrue upon the shares subject to this trust, and,
subject to deduction as provided in the following paragraph, shall divide the
same among the Voting Trust Certificate holders in proportion to the number
of shares of Common Stock represented by their respective Voting Trust
Certificates.
6. TRUSTEE'S INDEMNITY. The Trustee shall be entitled to be fully
indemnified out of the dividends coming into his hands against all costs,
charges, expenses and other liabilities properly incurred by him in the
exercise of any power conferred upon him by this Agreement; and the
Shareholders, and each of them, hereby covenant with the Trustee that in the
event of the moneys and securities in his hands being insufficient for that
purpose the Shareholders and each of them will in proportion to the amounts
of their respective shares of Common Stock save harmless and keep indemnified
the Trustee of and from all loss or damage which he may sustain or suffer by
reason of anything he may lawfully do in the execution of this trust.
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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 3
7. SUCCESSOR TRUSTEES. In the event that the Trustee dies, resigns,
refuses or becomes unable to act, the Trustee (or his legal representative)
shall appoint a successor trustee to fill the vacancy, and any person so
appointed shall thereupon be vested with all the duties, powers, and
authority of a Trustee hereunder as if originally named herein. If the
Trustee (or his legal representative) fails to appoint a successor trustee
within thirty (30) calendar days of such death, resignation, refusal or
inability to act, the Shareholders agree that Xxxxxxx Xxxx shall be deemed
appointed successor trustee until such a time as the Trustee (or his legal
representative) shall designate a successor trustee.
8. INSPECTION OF AGREEMENT. A duplicate of this Agreement shall be
filed with the Secretary of the Corporation and shall be open to inspection
by any shareholder, the holder of a Voting Trust Certificate or the agent of
either upon the same terms as the record of shareholders of the Corporation
is open to inspection.
9. CAPTIONS. Titles of the sections hereof are placed herein for
convenience of reference only and shall be accorded no substantive
significance in the construction of this Agreement.
10. WORDS AND GENDER OR NUMBER. As used herein, unless the context
clearly indicates the contrary, the singular number shall include the plural,
the plural the singular, and the use of any gender shall be applicable to all
genders.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be taken to be an original, but all of
which together shall constitute one and the same instrument.
12. SEVERABILITY. In the event any portion of this Agreement is found
to be invalid, the remaining provision of this Agreement shall nevertheless
be binding with the same effect as though the invalid provisions had not been
contained herein.
13. AMENDMENT AND WAIVER. To the extent permitted by law, this
Agreement may be amended or modified in writing executed in the same manner
as this Agreement. No waiver of any provisions of this Agreement shall be
valid unless in writing and signed by the person or party against whom
charged.
14. APPLICABLE LAW. This Agreement shall be subject to and governed by
the laws of the State of Montana.
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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 4
IN WITNESS WHEREOF, the parties have executed this Agreement this 30th
day of June, 1997.
SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxx
TRUSTEE:
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 5
JORE CORPORATION VOTING TRUST
DETAILS OF SHARES HELD
Voting Trust
Date # Shares Beneficiary Certificate #
06/30/97 160.00 Xxxx JC-5
160.00 Xxxx JC-1
160.00 Xxxxx JC-2
160.00 Xxxxxxx JC-3
160.00 Xxxxxx JC-4
800.00
01/01/98 66.67 Xxxx Xxxxx JC-11
66.67 Xxxxx Xxxx JC-11
66.67 Xxxxxx Xxxx JC-11
66.67 Rikke Xxxx XX-11
66.67 Xxxxxxxxx Xxxx JC-11
66.67 Xxxxx X. Xxxx XX-11
66.67 Xxxxxx Xxxx JC-11
66.67 Colt Xxxx XX-11
66.67 Xxxxxxxx Xxxx JC-11
66.67 Xxxxx Xxxx JC-11
66.67 Rocky Xxxx XX-11
733.33
01/01/98 66.67 Xxxx JC-6
66.67 Xxxxx JC-7
66.67 Xxxx JC-8
66.67 Xxxxxxx JC-9
66.67 Xxxxxx JC-10
333.33
01/01/98 7716.67 Xxxx JC-12
3273.35 Xxxxx XX-16
10990.02
01/01/96 694.44 Xxxx JC-13
694.44 Xxxxx JC-14
694.44 Xxxx JC-15
694.44 Xxxxxxx JC-16
694.44 Xxxxxx JC-17
3472.22
10/01/98 278.26 Xxxx JC-19
278.26 Xxxx JC-20
278.26 Xxxxx JC-21
278.26 Xxxxx JC-22
278.26 Xxxxx XX-23
1391.30
TOTAL 17720.20
EXHIBIT A
THE JORE CORPORATION VOTING TRUST
LIST OF SHAREHOLDERS AND SHAREHOLDER OWNERSHIP
Shareholder Name Shares Owned Ownership Interest
---------------- ------------ ------------------
Xxxxxxx X. Xxxx 160 shares .4%
Xxxx X. Xxxx 160 shares .4%
Xxxxx X. Xxxx 160 shares .4%
Xxxxxxx X. Xxxx 160 shares .4%
Xxxxxx X. Xxxxxxxxx 160 shares .4%
TOTAL 800 shares 2.00%
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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 6
VOTING TRUST CERTIFICATE
FOR SHARES OF COMMON STOCK
OF JORE CORPORATION
CERTIFICATE NO. JC-1
The undersigned, voting trustee ("Trustee") of the common stock, no par
value ("Common Stock"), of Jore Corporation, a Montana corporation
("Corporation"), under a Voting Trust Agreement ("Agreement") dated June 30,
1997, having received one hundred sixty (160) shares of Common Stock from
Xxxx X. Xxxx, pursuant to the Agreement, hereby certifies that he or she (i)
is the registered beneficial owner of one hundred sixty (160) shares of
Common Stock, (ii) will be entitled to receive a certificate representing one
hundred sixty (160) fully paid and nonassessable shares of Common Stock on
the expiration or termination of the Agreement, and (iii) prior to expiration
or termination of the Agreement, will be entitled to receive any payments
made by the Corporation in respect of such Common Stock which are received by
the Trustee.
Under the terms of the Agreement (i) the voting trust will expire on
June 30, 2007, unless sooner terminated in accordance with the provisions
thereof, and (ii) the Trustee possesses the sole right to vote the shares of
Common Stock exchanged for this Voting Trust Certificate as the legal and
record owner thereof, subject to the provisions of Section 4 of the Agreement.
BY AGREEMENT AMONG THE CORPORATION AND ITS SHAREHOLDERS, RESTRICTIONS
HAVE BEEN PLACED UPON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE. THE CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE,
WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE
OF BUSINESS OR REGISTERED OFFICE, A COPY OF SUCH AGREEMENT.
By acceptance hereof, the holder of this Voting Trust Certificate
accepts, ratifies and agrees to be bound by the terms of the Agreement. A
copy of the Agreement will be furnished to the holder hereof without charge
on the receipt by the Corporation of a written request therefor at its
registered office or principal place of business. The shares of Common Stock
issued in the name of Trustee pursuant to the Agreement shall bear a legend
reflecting the existence of such Agreement.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933 OR AN OPINION OF COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.
Dated: June 30, 1997
TRUSTEE
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Trustee
