Exhibit 10.11
SHAREHOLDERS' AGREEMENT
In the interest of achieving relative equality in ownership of
the non-voting common stock of Blade Communications, Inc. on the two sides of
the Block family - the Xxxxxxx Block side and the Xxxx Block, Jr. side - after
the estates of Xxxxxxx Block and Xxxxxx Block are completely settled, the
shareholders agree as follows:
1. Within three years after the estates of Xxxxxxx Block and
Xxxxxx Block are finally closed, including payment of all taxes, no greater than
a 52 1/2 - 47 1/2 split in the ownership of non-voting common stock will be
achieved (if it is closer to 50-50, nothing needs to be done), at the option of
the side with fewer shares.
2. Stockholders will not be required to give up stock without
compensation.
3. The desired split will be achieved through a combination of
stock redemption and issuance of stock, (such issuance to be at least one-half
of the combination), provided that redemption will be capped at a. total of $12
million spent to achieve relative equality during the three year period. Any
adverse tax consequences to a shareholder will be promptly made good by BCI.
4. In addition, should BCI be sold at any time after the date
of this Agreement, the proceeds will be split 50-50, and appropriate actions to
bring this about would be taken before the sale.
5. All disputes under this Agreement that cannot be resolved
by the Block family will be arbitrated before the American Arbitration
Association in Toledo, Ohio using the 3-arbitrator approach.
6. This Agreement may not be amended, changed or modified
except by a writing executed by all of the parties hereto.
7. This Agreement shall be governed by, and interpreted in
accordance with, the laws of Ohio with respect to agreements fully negotiated,
fully executed and to be fully performed therein.
8. This Agreement contains the entire agreement of the parties
on the subject matter herein.
9. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and each of their respective heirs,
successors, legal representatives, and valid assigns.
10. This Agreement shall be binding and become effective when
executed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
BLADE COMMUNICATIONS, INC.
By:
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Its President
Attest:
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SHAREHOLDERS:
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