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EXHIBIT 10.3
ESCROW AGREEMENT
This Escrow Agreement, dated as of April 17, 1997 (the "Closing
Date"), is entered into by and among Packaged Ice, Inc., a Texas corporation
("Parent"), Packaged Ice Mission, Inc., a Texas corporation ("Newco"), Packaged
Ice STPI, Inc. ("Subco"), X. X. Xxxxx III ("Xxxxx"), individually and as a
representative of Xxxx X. Xxxxx and the Minority Shareholders (listed in
Exhibit A attached hereto), and Texas Commerce Bank National Association, as
escrow agent ("Escrow Agent").
This Escrow Agreement is referred to both in the Agreement and Plan
of Merger by and among Parent, Newco, Mission Party Ice, Inc. and Xxxxx (the
"PIMI Merger Agreement") and the Agreement and Plan of Merger by and among
Parent, Subco, Southwest Texas Packaged Ice, Inc. ("STPI") and the shareholders
of STPI (the "STPI Merger Agreement"), both dated March 25, 1997 (together,
the "Merger Agreements"). Capitalized terms used in this Escrow Agreement
without definition shall have the respective meanings given to them in the PIMI
Merger Agreement. Xxxxx, Xxxx X. Xxxxx and the Minority Shareholders are
hereinafter collectively referred to as the "Shareholders."
The parties, intending to be legally bound, hereby agree as follows:
1. ESTABLISHMENT OF ESCROW
(a) Parent is depositing with Escrow Agent 17,751 shares of the
$.01 par value common stock of Packaged Ice, Inc. ("Common Stock") and an
amount equal to $168,967.00 in immediately available funds, as increased by any
earnings thereon and distributions with respect thereto or losses on
investments (such funds and Common Stock being the "Escrow Fund"). Escrow
Agent acknowledges receipt thereof.
(b) Escrow Agent hereby agrees to act as escrow agent and to hold,
safeguard and disburse the Escrow Fund pursuant to the terms and conditions
hereof.
(c) Pursuant to Section 2.9 of the STPI Merger Agreement, the
Minority Shareholders (as defined in the STPI Merger Agreement) and Xxxx X.
Xxxxx have appointed Xxxxx as their representative hereunder to act on their
behalf with respect to this Escrow Agreement. Parent and Escrow Agent shall be
entitled to rely on the authority of Xxxxx for all matters hereunder.
(d) The parties hereto acknowledge and agree that with respect to
any actions required or permitted to be taken by Newco and Subco, or either of
them, pursuant to the terms of this Escrow Agreement including, without
limitation, Claims (as hereinafter defined) made against, and payments from,
the Escrow Fund, the execution and delivery Notice, and the granting of any
consents by Newco or Subco, such actions may be taken by Parent, for itself and
for and on behalf
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of Newco and Subco, and the Escrow Agent and the Shareholders shall be entitled
to rely on the authority of Parent to take such actions for and on behalf of
Newco and Subco.
2. INVESTMENT OF FUNDS
Except as Parent and Xxxxx may from time to time jointly instruct
Escrow Agent in writing, the cash portion of the Escrow Fund shall be invested
from time to time, to the extent possible, in a money market mutual fund,
including any such fund for which the Escrow Agent, or any affiliate thereof,
services compensation with respect to such investment, until disbursement of
the entire Escrow Fund. Escrow Agent is authorized to liquidate in accordance
with its customary procedures any portion of the Escrow Fund (other than shares
of Common Stock) consisting of investments to provide for payments required to
be made under this Escrow Agreement.
3. CLAIMS
(a) From time to time on or before the 3rd day prior to
the Pay-out Date (as hereinafter defined), Parent may give notice (a "Notice")
to Xxxxx and Escrow Agent specifying in reasonable detail the nature and dollar
amount of any claim (a "Claim") for Damages it reasonably believes that it has a
right to indemnification under Section 10 of either of the Merger Agreements.
Parent may make more than one claim with respect to any underlying state of
facts; provided, however, the amount of Damages claimed with respect to such
state of facts shall not be duplicative. Parent shall promptly furnish Escrow
Agent with proof of delivery of such notice to Xxxxx. Within 30 days of receipt
of a Notice by Xxxxx, Xxxxx shall notify Parent and Escrow Agent whether it
disputes all or part of such Claim (a "Counter Notice and such 30-day period is
hereinafter referred to as the "Counter Notice Period"). If (in the Counter
Notice) Xxxxx disputes all of the Claim, such Claim shall be resolved as
provided in Section 3(d) of this Escrow Agreement. If (in the Counter Notice)
Xxxxx disputes only a portion of the claim, the disputed portion of the Claim
shall be resolved as provided in Section 3(d) of this Escrow Agreement, and the
undisputed portion of the Claim shall be paid to Parent by the Escrow Agent at
the end of the Counter Notice Period. If Xxxxx does not deliver a Counter
Notice to the Escrow Agent within the Counter Notice Period, Escrow Agent shall
pay to Parent the amount claimed in the Notice from (and only to the extent of)
the Escrow Fund at the end of the Counter Notice Period. To the extent
possible, payments from the Escrow Fund shall be made according to the following
percentages unless otherwise consented to by Parent and Shareholder: 49% in the
form of cash and 51% in the form of Common Stock. The Common Stock shall be
deemed to have a fair market value of $10.00 per share for purposes of this
Escrow Agreement. The Escrow Agent shall not inquire into or consider whether a
Claim complies with the requirements of the Merger Agreements.
(b) Except as provided in Section 3(a) or Section 4, the
Escrow Agent shall not pay the Parent any amount from the Escrow Fund except in
accordance with (i) joint written instructions of Parent and Xxxxx, (ii) an
arbitrator's award, or (iii) a final non-appealable order of a court of
competent jurisdiction. Any court order shall be accompanied by a legal opinion
by counsel for the
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presenting party satisfactory to Escrow Agent to the effect that the order is
final and non-appealable. Escrow Agent shall act on such court order and legal
opinion without further question.
(c) If Parent is entitled to receive payment out of the
Escrow Fund, Xxxxx shall have the right to contribute cash to the Escrow Fund
to cover such payment and to withdraw Common Stock equal in value to the cash
contributed.
(d) In the event that Xxxxx disputes all or part of a
Claim, Parent and Xxxxx shall endeavor in good faith to resolve such dispute,
and if such dispute cannot be resolved within 30 days after Parent receives a
Counter Notice from Xxxxx, such dispute shall be resolved by binding
arbitration as hereinafter provided. Upon final resolution of any such
dispute, Parent, and Xxxxx shall jointly execute and deliver the Escrow Agent a
joint notice instructing the Escrow Agent to deliver the amount of the Claim as
resolved.
4. TERMINATION OF ESCROW
a. On or before the 3rd day prior to the Pay-out-Date
(hereinafter defined) or the next Business Day (hereinafter defined) if such
day is not a Business Day, the Escrow Agent shall deliver to Parent and Xxxxx a
summary of the Pending Claims (hereinafter defined). At the opening of
business on the first anniversary of the date hereof or the next Business Day
if such day is not a Business Day (the "Pay-out-Date), the Escrow Agent shall
reserve such portion of the Escrow Fund as would then be needed to satisfy the
amount of the Pending Claims. Of this reserve, unless otherwise directed by
Parent or Shareholder, 49% shall be in the form of cash and 51% shall be in the
form of Common Stock. On the Pay-out Date, the Escrow Agent shall then
transfer to Xxxxx the remaining portion of the Escrow Fund, if any, which has
not been reserved pursuant to this Section 4. After the Pay-out Date, and when
Pending Claims are finally paid, compromised, settled, arbitrated or litigated,
the Escrow Agent shall from time to time pay and disburse to Xxxxx any amounts
in excess of the aggregate amount made the subject of any Pending Claims. For
purposes hereof, "Pending Claims" shall mean those Claims as to which (i) the
Escrow Agent shall have received Notice in accordance with Section 3 hereof on
or before the 3rd day prior to the Pay-out Date, (ii) Parent has not received
payment of such Claim as of such date, and (iii) Parent and Xxxxx shall not
have informed the Escrow Agent as of such date that such Claims are no longer
being asserted or have been otherwise waived by Parent or dismissed in any
related legal proceeding or arbitration.
b. This Escrow Agreement shall terminate upon the
occurrence of the earlier of (a) agreement on the part of Parent and Xxxxx and
(b) payment by the Escrow Agent of all of the Escrow Fund in accordance with
this Escrow Agreement. Notwithstanding any termination of this Escrow
Agreement, the provisions of Sections 9, 10, 11, 12, 15 and 20 shall survive
such termination and remain in full force and effect.
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5. RIGHTS TO ESCROW FUND
Except as otherwise expressly provided herein, the Escrow Fund
shall be for the exclusive benefit of Parent, Newco, Subco and the
Shareholders, and their respective successors and assigns, and no other person,
firm or corporation shall have any right, title, or interest therein; and any
claim of any person to the Escrow Fund, or any part thereof, shall be subject
and subordinate to the prior right thereto and lien of Parent, Newco, Subco and
the Shareholders.
6. ACCOUNT STATEMENTS
Receipt of the Escrow Fund and investment and reinvestment of the
cash portion of the Escrow Fund shall be confirmed by Escrow Agent as soon as
practicable by account statement, and any discrepancies in any such account
statement shall be noted by Parent and Xxxxx to Escrow Agent within 30 calendar
days after receipt thereof. Failure to inform Escrow Agent in writing of any
discrepancies in any such account statement within such 30 day period shall be
conclusively deemed confirmation of such account statement in its entirety.
For purposes of this Section 6, each account statement shall be deemed to have
been received by the party to whom directed on the earlier to occur of (i)
actual receipt thereof and (ii) three "Business Days" (hereinafter defined)
after the deposit thereof in the United States Mail, postage prepaid. The
term "Business Day" shall mean any day of the year, excluding Saturday, Sunday
and any other day on which national banks are required or authorized to close
in San Antonio, Texas.
7. TAX MATTERS
Parent and Xxxxx shall provide Escrow Agent with its taxpayer
identification number documented by an appropriate Form W8 or Form W9 upon
execution of this Escrow Agreement. Failure to so provide such forms may
prevent or delay disbursements from the Escrow Fund and may also result in the
assessment of a penalty and Escrow Agent's being required to withhold tax on
any interest or other income earned on the Escrow Fund. Any payments of income
shall be subject to applicable withholding regulations then in force in the
United States or any other jurisdiction, as applicable.
8. SCOPE OF UNDERTAKING.
Escrow Agent's duties and responsibilities in connection with this
Escrow Agreement shall be purely ministerial and shall be limited to those
expressly set forth in this Escrow Agreement. Escrow Agent shall have no
responsibility or obligation of any kind in connection with this Escrow
Agreement or the Escrow Fund and shall not be required to deliver the Escrow
Fund or any part thereof or take any action with respect to any matters that
might arise in connection therewith, other than to receive, hold, invest,
reinvest and deliver the Escrow Fund as herein provided. Without limiting the
generality of the foregoing, it is hereby expressly agreed and
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stipulated by the parties hereto the Escrow Agent shall not be required to
exercise any discretion hereunder and shall have no investment or management
responsibility and, accordingly, shall have no duty to, or liability for its
failure to, provide investment recommendations or investment advice to the
Other Parties or any of them. Escrow Agent shall not be liable for any error
in judgment, any act or omission, any mistake of law or fact, or for anything
it may do or refrain from doing in connection herewith, except for, subject to
Section 9 hereinbelow, its own willful misconduct, bad faith or gross
negligence. It is the intention of the parties hereto that Escrow Agent shall
never be required to use, advance or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or the exercise of
any of its rights and powers hereunder.
9. RELIANCE; LIABILITY
Escrow Agent may rely on, and shall not be liable for acting or
refraining from acting in accordance with, any written notice, instruction or
request or other paper furnished to it hereunder or pursuant hereto and
believed by it to have been signed or presented by the proper party or parties.
Escrow Agent shall be responsible for holding, investing, reinvesting and
disbursing the Escrow Fund pursuant to this Escrow Agreement; provided,
however, that Escrow Agent shall have no liability for any loss arising from
any cause beyond its control, including, but no limited to, the following: (a)
acts of God, force majeure, including, without limitation, war (whether or not
declared or existing), revolution, insurrection, riot, civil commotion,
accident, fire, explosion, stoppage of labor, strikes and other differences
with employees; (b) the act, failure or neglect of any Other Party or any agent
or correspondent of any Other Party; (c) any delay, error, omission or default
of any mail, courier, telegraph, cable or wireless agency or separator; or (d)
the acts or edicts of any government or governmental agency or other group or
entity exercising governmental powers. Escrow Agent is not responsible or
liable in any manner whatsoever for the sufficiency, correctness, genuineness
or validity of the subject matter of this Escrow Agreement or any part hereof
or for transactions requiring or underlying the execution of this Escrow
Agreement, the form or execution hereof or for the identity or authority of any
person executing the Escrow Agreement on behalf of the Other Parties or
depositing the Escrow Fund.
10. RIGHT OF INTERPLEADER
Subject to Section 20 hereof and without waiving the same, should
any controversy arise involving the parties hereto or any of them or any other
person, firm or entity and such controversy results in claims and demands
having made by them, or any of them in connection with or for any part of the
Escrow Fund, or should a substitute escrow agent fail to be designated as
provided in Section 16 hereof, Escrow Agent shall have the right, but not the
obligation, either to (a) withhold delivery of the Escrow Fund until the
controversy is resolved or the conflicting demands are withdrawn or (b)
institute a petition for interpleader in any court of competent jurisdiction to
determine the rights of the parties hereto. The parties hereto agree that to
the extent such controversy is between the Other Parties, such controversy
shall be resolved in accordance with Section 20 and the parties hereto shall
take such actions as may be necessary to cause the court in which such petition
for interpleader has been filed to recognize and enforce the arbitrator's
award.
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In the event Escrow Agent is a party to any dispute, Escrow Agent shall have
the additional right to refer such controversy to binding arbitration. Should
a petition for interpleader be instituted, or should Escrow Agent be threatened
with litigation or become involved in litigation or binding arbitration in any
manner whatsoever in connection with this Escrow Agreement or the Escrow Fund,
the Other Parties hereby jointly and severally agree to reimburse Escrow Agent
for its reasonable attorney's fees and any and all other reasonable expenses,
losses, costs and damages incurred by Escrow Agent in connection with or
resulting from such threatened or actual litigation or arbitration prior to any
disbursement hereunder except to the extent arising out of the Escrow Agent's
willful misconduct, bad faith or gross negligence.
11. INDEMNIFICATION
The Other Parties hereby jointly and severally indemnify Escrow
Agent, its officers, directors, partners, employees and agents (each herein
called an "Indemnified Party") against, and hold each Indemnified Party
harmless from, any and all expenses, including, without limitation, attorney's
fees and court costs, losses, costs, damages and claims, including, but not
limited to, costs of investigation, litigation and arbitration, tax liability
and loss on investments suffered or incurred by any Indemnified Party in
connection with or arising from or out of this Escrow Agreement, except such
acts or omissions as may result from the willful misconduct, bad faith or gross
negligence of such Indemnified Party. IT IS THE EXPRESS INTENT OF EACH OF THE
OTHER PARTIES TO INDEMNIFY EACH OF THE INDEMNIFIED PARTIES FOR, AND HOLD THEM
HARMLESS AGAINST, THEIR OWN NEGLIGENT ACTS OR OMISSION.
12. COMPENSATION AND REIMBURSEMENT OF EXPENSES
The Other Parties hereby agree, jointly and severally, (i) to pay
Escrow Agent for its services hereunder in accordance with the fee schedule
attached hereto as Exhibit B and (ii) to pay all reasonable expenses incurred
by Escrow Agent in connection with the performance of its duties and
enforcement of its rights hereunder and otherwise in connection with the
preparation, operation, administration and enforcement of this Escrow
Agreement, including, without limitation, reasonable attorney's fees, brokerage
costs and related expenses incurred by Escrow Agent. No increase in the rate
of any fee charged by the Escrow Agent shall be valid hereunder unless
previously approved in writing by Parent and Xxxxx. The fee of $1,500 for the
initial one year period shall be paid one-half (1/2) by Shareholders and
one-half (1/2) by Parent to the Escrow Agent upon execution of this Escrow
Agreement. As between Parent and Shareholders, any such compensation and
reimbursement to which Escrow Agent is entitled shall be borne 50% by Parent
and 50% by Shareholders.
13. NOTICES
Any notice or other communication required or permitted to be given
under this Escrow Agreement by any party hereto to any other party hereto shall
be considered as properly given if
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in writing and (a) delivered against receipt therefor, (b) mailed by registered
or certified mail, return receipt requested and postage prepaid of (c) sent by
facsimile, in each case to the address or facsimile number, as the case may be,
set forth below:
If to Parent,
Newco or Subco: Packaged Ice, Inc.
Attention: President
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
with a copy to: Akin, Gump, Strauss, Xxxxx & Xxxx,
L.L.P.
Attention: Xxxx Xxxxxxxxxx, P.C.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
If to Shareholders: X.X. Xxxxx III
000 Xxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
If to the Company: Mission Party Ice, Inc.
Attention: President
X.X. Xxx 00000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
with a copy to: Xxx & Xxxxx Incorporated
Attention: Xxxxx X. Xxxxx, Xx., Esq.
000 X. Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Escrow Agent: Texas Commerce Bank, N.A.
000 Xxxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Corporate Trust/Escrow Section
Attention: Xxxxx Xxxxxxx
Facsimile No.: (000)000-0000
Except to the extent otherwise provided in Section 6 hereinabove delivery of
any communication given in accordance herewith shall be effective only upon
actual receipt thereof by the party or
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parties to whom such communication is directed. Any party to this Escrow
Agreement may change the address to which communications hereunder are to be
directed by giving written notice to the other party or parties hereto in the
manner provided in this section. Notwithstanding the foregoing, any notice
hereunder delivered to Xxxxx with respect to a Claim shall only be given in
accordance with clauses (a) and (b) above, and notice to Xxxxx by facsimile
with respect to a Claim shall not be deemed given for purposes of this Escrow
Agreement.
14. CONSULTATION WITH LEGAL COUNSEL
Escrow Agent may consult with its counsel or other counsel
satisfactory to it concerning any question relating to its duties or
responsibilities hereunder or otherwise in connection herewith and shall not be
liable for any action taken, suffered or omitted by it in good faith upon the
advice of such counsel.
15. CHOICE OF LAW; CUMULATIVE RIGHTS
This Escrow Agreement shall be construed under, and governed by,
the laws of the State of Texas, excluding, however, (a) its choice of law rules
and (b) the portions of the Texas Trust Code Sec. 111.001, et. seq. of the
Texas Property code concerning fiduciary duties and liabilities of trustees.
All of Escrow Agent's rights hereunder are cumulative of any other rights it
may have at law, in equity or otherwise. Subject to Section 20 hereof and
without waiving the same, the parties hereto agree that the forum for
resolution of any dispute arising under this Escrow Agreement shall be Bexar
County, Texas, and each of the Other Parties hereby consents, and submits
itself, to the jurisdiction on any state or federal court sitting in Bexar
County, Texas.
16. RESIGNATION
The Escrow Agent may removed at any time with the written consent
of Parent and Xxxxx. Escrow Agent may resign hereunder upon thirty (30) days'
prior notice to the Parent and Xxxxx. If the Escrow Agent shall resign or be
removed, Parent and Xxxxx shall appoint, as soon as possible, a successor
escrow agent. Upon the effective date of such resignation or removal, Escrow
Agent shall deliver the Escrow Fund to any substitute escrow agent designated
by Parent and Xxxxx in writing. Any successor escrow agent shall be deemed to
have accepted the responsibilities hereunder upon execution of this Escrow
Agreement and delivery of such executed document to Parent and Xxxxx. If
Parent and Xxxxx fail to designate a substitute escrow agent within thirty (30)
days after the giving of such notice, Escrow Agent may institute a petition for
interpleader. Escrow Agent's sole responsibility after such 30-day notice
period expires shall be to hold the Escrow Fund (without any obligation to
reinvest the same) and to deliver the same to a designated substitute escrow
agent, if any, or in accordance with the directions of a final order or
judgment of a court of competent jurisdiction, at which time of delivery Escrow
Agent's obligations hereunder shall cease and terminate.
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17. ASSIGNMENT
This Escrow Agreement shall not be assigned by either of the Other
Parties without the prior written consent of Escrow Agent (such assigns of the
Other Parties to which Escrow Agent consents, if any, and Escrow Agent's
assigns being hereinafter referred to collectively as "Permitted Assigns").
18. SEVERABILITY
If one or more of the provisions hereof shall for any reason be
held to be invalid, illegal or unenforceable in any respect under applicable
law, such invalidity, illegality or unenforceability shall not affect any other
provisions hereof, and this Escrow Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein,
and the remaining provisions hereof shall be given full force and effect.
19. GENERAL
The section headings contained in this Escrow Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Escrow Agreement. This Escrow Agreement and any
affidavit, certificate, instrument, agreement or other document required to be
provided hereunder may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
but one and the same instrument. Unless the context shall otherwise required,
the singular shall include the plural and vice-versa, and each pronoun in any
gender shall include all other genders. The terms and provisions of this
Escrow Agreement constitute the entire agreement among the parties hereto in
respect of the subject matter hereof, and neither the Other Parties nor Escrow
Agent has relied on any representations or agreements of the other, except as
specifically set forth in this Escrow Agreement or, with respect to the Other
Parties, the Merger Agreements. This Escrow Agreement or any provision hereof
may be amended, modified, waived or terminated only by written instrument duly
signed by the parties hereto. This Escrow Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their respective heirs,
devisees, executor, administrators, personal representatives, successors,
trustees, receivers and Permitted Assigns. This Escrow Agreement is for the
sole and exclusive benefit of the Other Parties and the Escrow Agent, and
nothing in this Escrow Agreement, express or implied, is intended to confer or
shall be construed as conferring upon any other person any rights, remedies or
any other type or types of benefits.
20. ARBITRATION
All disputes hereunder between or among any of the Shareholders,
Parent, Subco and/or Newco shall be settled in accordance with Section 11.5 of
the Merger Agreements.
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21. WAIVER
The rights and remedies of the parties to this Escrow Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Escrow Agreement or the
documents referred to in this Escrow Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Escrow Agreement or the documents referred to in
this Escrow Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
other party; (b) no waiver that may be given by a party will be applicable
except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Escrow Agreement or the
documents referred to in this Escrow Agreement.
(SIGNATURE PAGE FOLLOW)
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IN WITNESS WHEREOF, the parties have executed and delivered this
Escrow Agreement as of the date first written above.
PACKAGED ICE, INC.
By:
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Xxxxx X. Xxxxxx, CEO
ESCROW AGENT:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By:
-----------------------------------
Title:
---------------------------------
XXXXX:
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X.X. Xxxxx III, individually
---------------------------------------
X.X. Xxxxx III, as the representative
of Xxxx X. Xxxxx and the Minority
Shareholders
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EXHIBIT A
MINORITY SHAREHOLDERS:
Xxx Xxxxxx
Xxxx Xxxxxxxx, Sr.
Xxxxx X. Xxx
Xxxxxx Xxxxxx
Xxxx Xxxxxxxx
D. Trace Detmar
Xxxx Xxxx
Xxxxx Xxxx
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ESCROW AGREEMENT
BETWEEN PACKAGED ICE, INC.,
PACKAGED ICE MISSION, INC.,
PACKAGED ICE STPI, INC.,
X.X. XXXXX III, INDIVIDUALLY AND AS REPRESENTATIVE,
AND ESCROW AGENT
ANNEX 1
PACKAGED ICE, INC.
STOCK CERTIFICATES HELD IN ESCROW
CERT. NO. NO. OF SHARES DATE ISSUED TO:
--------- ------------- ---- ----------
149 3,468 04/17/97 Xxxx X. Xxxxx and
X.X. Xxxxx III
152 14,283 04/17/97 X.X. Xxxxx III
------
Total: 17,751
GRAND TOTAL: 17,751 SHARES
