EXHIBIT 8.
VOTING TRUST AGREEMENT
THIS AGREEMENT effective this 13th day of february,
1996, by and between XXXXX XXXXXX, shareholder of certain
option rights to acquire up to One Million (1,000,000)
shares of RGB Computer & Video, Inc. ("RGB" or
"Corporation") common stock, whose address is 0000 X.X.
Xxxxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, hereinafter
referred to as "Shareholder"; and XXXXX XXXXXX, as Trustee,
whose address is 0000 X.X. Xxxxxx Xxxx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000, hereinafter referred to as "Trustee".
WITNESSETH
WHEREAS, XXXXX XXXXXX is the owner and holder of
certain option rights to RGB common stock, based on certain
performance criteria, as more fully set out in that certain
Stock Option Agreement between Shareholder and RGB of even
date herewith (Performance Stock); and
WHEREAS, the Shareholder of the Corporation, and the
Corporation hereby agree it is in the best interest of all
concerned to allow this voting trust on the terms and
conditions set forth herein and that this Voting Trust
Agreement does not violate any Shareholder Agreement: and
WHEREAS, XXXXX XXXXXX, individually hereby does desire
to form a voting trust in favor of XXXXX XXXXXX, as Trustee,
for any portion of Performance Stock acquired by Shareholder
which he desires to asign to one or more of his children;and
WHEREAS, as a condition precedent to transferring andy
shares of such Performance Stock to any child of
Shareholder, RGB requires that inter alia, along with the
requirements of any shareholder, such shares to be
transferred be voted by Shareholder and be subject to this
Voting Trust Agreement.
NOW THEREFORE, in consideration of the premises and the
mutual covenants herein contained, each of the parties
hereto covenants and agrees as follows:
1. The foregoing recitals are true and correct and
are incorporated herein.
2. Upon acquiring Performance Stock, Shareholder will
deliver his certificate of stock representing those number
of such shares of stock owned by him, together with
appopriate executed stock powers with respect to such
certificates and stock power. Except as specifically
provided herein, the registered owners of such transferred
shares of Performance shall remain the legal owner of the
shares represented by such certificate and have all rights
and privileges attributed to said shares except as precluded
by this Agreement.
3. Notwithstanding anyting to the contrarty, the
Trustee shall have the following powers and is hereby
authorized to exercise such power:
X.Xxxx said shares of stock at any duly called meeting of
shareholders of the Corporation.
B.Take any action on behalf of the Shareholder by written
action in lieu of minutes.
X.Xxxx on any business matter coming before the
Corporation which Shareholder might have voted on had
he been present in person or by proxy.
4. In the event of the resignation, inability to act,
or removal of the the Trustee, a new Trustee shall be
selected by XXXXX XXXXXX. If he fails to select such
successor trustee within thirty (30) days of the triggering
event, Xxxxxx X. Xxxxxxx, III and Xxxxxxx Xxxxxxx, or the
survivor of them, shall be the next successor Trustee. In
the event of the death, resignation, inability to act or
removal of the remaining next successor Trustee, the RGB's
Board of Directors shall select such next successor trustee.
5. This Agreement shall encompass all Performance
Stock owned by XXXXX XXXXXX, whether acquired directly or
indirectly, including all beneficial interest therein.
6. All stock held by Trustees shall bear a
restrictive legend in substantially the following form:
The rights of sale, assignment, transfer, pledge
or other disposition of the shares of stock evidenced by
this certificate are restricted and subject to compliance
with certain corporate documents including without
limitation that certain Voting Trust Agreement dated
effective the 12th day of February, 1996, maintained with
the books and records of the Corporation.
7. This Agreement shall terminate on the earlier of
ten years from the date of execution hereof or after the
death of Shareholder.
8. The Trustee hereby accepts and agrees to perform
the duties of the Trust herein posed subject to all the
terms, conditions and reservations herein contained. Trustee
agrees that he will exercise the powers to perform the
duties of Trustee as set forth herein. The Trustee agrees
that he will exercise the powers to perform the duties of
Trustee as set forth herein. The Trustee is accepting the
duties hereunder in order to benefit RGN and the
Shareholder, and thus, has expressly agreed, that he shall
not be liable for acts of ordinary negligence and shall be
responsible to RGB and its Shareholder only for gross
negligence or dishonest or fraudulent acts, misfeasance or
malfeasance.
9. All beneficial owners of Performance Stock now
existing or which hereafter are otherwise entitled to
acquire such shares of stock as a condition precedent to the
transfer of any shares of such Performance Stock from Xxxxx
Xxxxxx, shall indemnify, hold harmless and release RGB and
its subsidiaries and affiliates, upon documents to the
satisfation of RGB in its sole and absolute discretion from
all claims or causes of action arising from or connected
with the Voting Trust Agreement or the performance of the
Trustee hereunder, whether existing at the time of transfer,
or occurring thereafter.
10. The Trustee may at any time resign by giving
thirty (30) days notice in writing to the Secretary of RGB.
In thej event of the resignation of the Trustee, a new
trustee shall be appointed in the manner herein contained.
11. The Corporation is an interested third party
beneficiary hereunder and may enforce all the terms and
conditions herein to its benefit.
12. This Agreement shall be governed and construed
according to the laws of Florida, and venue of any
proceeding arising hereunder shall be in a Court of
competent jurisdiction in Palm Beach County, Florida.
IN WITNESS WHEREOF, the foregoing have set their
hands and seals effective the day first set forth above.
SHAREHOLDER:
// Xxxxx Xxxxxx
--------------------
XXXXX XXXXXX
TRUSTEE:
// Xxxxx Xxxxxx
---------------------
XXXXX XXXXXX
ACCEPTED AND AGREED TO effective the date first set forth
above.
RGB COMPUTER & VIDEO, INC.
by: // Xxxxxx X. Xxxxxxx III. President
-----------------------------------------
XXXXXX X. XXXXXXX, III, as President
