VOTING TRUST AGREEMENT
THIS AGREEMENT, dated as of October 6, 1995, by and between Xxxxxxx
Xxxxxxxxx, a shareholder (the "Shareholder") of PDK Labs Inc., a New York
corporation (the "Corporation"), and Xxxxxxx Xxxxxxxx (the "Voting Trustee").
WHEREAS, the Shareholder is presently the owner of fifty thousand
(50,000) shares of the issued and outstanding common stock of the Corporation,
par value $.01 per share, (the "Shares") pursuant to that certain employment
agreement by and between the Corporation and the Shareholder dated as of October
6, 1995 (the "Employment Agreement"); and
WHEREAS, it is deemed in the best interest of the Corporation and the
Shareholder that the voting power of the Shares held by the Shareholder be
vested in the Voting Trustee, to the extent and upon the terms and conditions
stated herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, the
Shareholder shall deliver to the Voting Trustee, undated proxies representing
the Shares owned by the Shareholder, duly executed by the Shareholder on his
behalf, in blank (collectively, the "Proxies").
2. The Voting Trustee shall vote the Shares represented by the
Proxies under the terms and conditions set forth herein.
3. Shareholder shall be entitled to all cash dividends and other
distributions, if any, with respect to the Shares, including for splits or
dividends, in accordance with the terms and conditions of the Employment
Agreement.
4. As long as this Agreement is in effect, the Voting Trustee,
in his unrestricted discretion, shall have and is empowered and authorized to
have, the power and right to represent the holder of the Shares, and to vote
said Shares by exercising the Proxies, as in the sole judgement of the Voting
Trustee may be in 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, as fully as
the Shareholder might do if personally present.
5. The Voting Trustee shall serve without compensation as Trustee
and shall not be required to give bond or security for the discharge of his
duties under this Agreement. He will exercise the powers and perform the duties
of a voting trustee hereunder according to his best judgment in the interest of
the Corporation.
6. The Voting Trustee may employ counsel and such agents as he
may deem desirable, may remove them with or without cause, and may fix the
powers, duties and compensation of such attorneys and agents.
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7. The Voting Trustee shall have the right to cause the
Corporation, to the extent the Corporation is legally able to do so, to
indemnify and hold harmless the Voting Trustee, against any and all losses,
claims, damages or liabilities, to which the Voting Trustee may become
subjected, by reason of any action taken by him as Voting Trustee under this
Agreement. The Voting Trustee shall not incur any responsibility as shareholder,
trustee or otherwise for any mistake, act or omission of any attorney, agent or
by reason of any kind taken or omitted by him except for his own individual
gross negligence.
8. In the event that the Voting Trustee shall die, resign, become
incapacitated or unable to serve as a Voting Trustee, then his successor as
President or Chief Executive Officer of the Company (and any subsequent
successors) shall automatically be deemed to replace him, with the same power
and authority as Xxxxxxx Xxxxxxxx.
9. The Voting Trust hereby created shall continue for ten (10) years
from the date hereof and shall then terminate; provided, however, that this
Voting Trust shall automatically terminate with respect to any Shares that are
sold by Hollander pursuant to the Employment Agreement immediately upon the sale
of such Shares.
10. A duplicate copy of this Voting Trust Agreement shall be filed
in the principal office of the Corporation in the State of New York.
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11. Any and all notices required or permitted to be given under
any of the provisions of this Agreement shall be in writing and shall be deemed
to have been duly given when personally delivered or mailed by certified or
registered mail, or by private overnight mail service (e.g. Federal Express)
addressed to the addresses set forth below, or at such other address as any
party entitled to receive notice may specify by notice to all other parties
given as aforesaid:
If to Shareholder: Xxxxxxx Xxxxxxxxx
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
If to Corporation: PDK Labs Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Copy to: Xxxxxxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx, 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
12. The validity of this Agreement, or any part hereof, and the
Voting Trust Certificate, and the interpretation of all the provisions herein,
shall be governed by the laws of the State of New York and each of the parties
hereto consents to the jurisdictions of the federal and state courts located in
the State of New York.
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13. The invalidity of any term or provision of this Agreement
shall not affect the validity of the remainder of this Agreement.
14. This Agreement shall bind and benefit the parties hereto,
their heirs, administrators, executors, successors, and assigns.
15. This Agreement may be executed simultaneously in one or more
original or facsimile counterparts, each of which shall be deemed an original,
all of which together shall constitute one and the same instrument. This
Agreement may only be modified by a writing signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in duplicate on the date first above written.
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Xxxxxxx Xxxxxxxxx, as Shareholder
of PDK Labs Inc.
-----------------------------------
Xxxxxxx Xxxxxxxx, as Voting Trustee
PDK LABS INC.
By:
--------------------------------
Xxxxxxx Xxxxxxxx, President
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