AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Xxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx are trustees (the "Trustees")
under the Xxxxx Family Voting Trust Agreement - 1991 dated as of October 31,
1991 (the "Agreement"); and
WHEREAS, Xxxxxxxx X. Xxxxx desires to withdraw Eleven Thousand (11,000)
shares of Class B Common Stock of Xxxxx Industries, Inc., a Delaware
corporation, for the purpose of gifting such shares to his minor daughter,
Xxxxxxxx X. Xxxxx; and
WHEREAS, the Trustees desire to amend Schedule A to the Agreement to
reflect such transaction.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Schedule A to the Agreement is hereby amended and restated in its
entirety to read as follows:
SCHEDULE A
----------
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
----------- -------------- -----------------
Xxxxxxx X. Xxxxx ("TPH") 2,751,220 000, 000
Xxxxxxxx X. Xxxxx ("FBH") 1,344,166 159, 185
Xxxxxxx X. Xxxxx
and Xxxxxx X. Xxxxx ("GBH")
as trustees of The
Xxxxxx X. Xxxxx
Trust - 1982 2,004,600 132, 158, 184
Xxxxxxxx X. Xxxxx,
as Trustee of The
Xxxxx X. Xxxxx Trust - 1976 1,285,840 156, 175
FBH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxxxxxx X. Xxxxx 22,600 184
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxx X. Xxxxx 30,200 184
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
----------- -------------- -----------------
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxxxxx X. Xxxxx 22,600 184
Xxxxxxx X. Xxxxx,
as Trustee of The Xxxxxxx
Xxxxx Trust - 1976 1,335,840 138, 157
Xxxxxxx X. Xxxxx,
as Trustee of The Xxxxxx
X. Xxxxx Trust - 1980 1,335,840 134, 155
Xxxx X. Xxxxx 50,000 126
Xxxxxx Xxx Xxxxx,
as Trustee of The Xxxxxxx
Xxx Xxxxx Trust - 1984 50,000 126
* As adjusted to reflect the two-for-one stock split effected by means of a
stock dividend payable on March 15, 1994.
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one or
more counterparts under seal as of November 19, 1996.
-------------------------
Xxxxxxx X. Xxxxx, as Trustee
of the Xxxxx Family Voting
Trust - 1991
-------------------------
Xxxxxxxx X. Xxxxx, as Trustee
of the Xxxxx Family Voting
Trust - 1991
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Xxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx are trustees (the "Trustees")
under the Xxxxx Family Voting Trust Agreement - 1991 dated as of October 31,
1991 (the "Agreement"); and
WHEREAS, Xxxxxxxx X. Xxxxx desires to withdraw Fifty Thousand (50,000)
shares of Class B Common Stock of Xxxxx Industries, Inc., a Delaware
corporation, for the purpose of converting such shares to shares of Class A
Common Stock; and
WHEREAS, the Trustees desire to amend Schedule A to the Agreement to
reflect such transaction.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Schedule A to the Agreement is hereby amended and restated in its
entirety to read as follows:
SCHEDULE A
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
----------- -------------- -----------------
Xxxxxxx X. Xxxxx ("TPH") 2,751,220 000, 000
Xxxxxxxx X. Xxxxx ("FBH") 1,294,166 185, 188
Xxxxxxx X. Xxxxx
and Xxxxxx X. Xxxxx ("GBH")
as trustees of The
Xxxxxx X. Xxxxx
Trust - 1982 2,004,600 132, 158, 184
Xxxxxxxx X. Xxxxx,
as Trustee of The
Xxxxx X. Xxxxx Trust - 1976 1,285,840 156, 175
FBH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxxxxxx X. Xxxxx 22,600 184
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxx X. Xxxxx 30,200 184
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
----------- -------------- -----------------
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxxxxx X. Xxxxx 22,600 184
Xxxxxxx X. Xxxxx,
as Trustee of The Xxxxxxx
Xxxxx Trust - 1976 1,335,840 138, 157
Xxxxxxx X. Xxxxx,
as Trustee of The Xxxxxx
X. Xxxxx Trust - 1980 1,335,840 134, 155
Xxxx X. Xxxxx 50,000 126
Xxxxxx Xxx Xxxxx,
as Trustee of The Xxxxxxx
Xxx Xxxxx Trust - 1984 50,000 126
* As adjusted to reflect the two-for-one stock split effected by means of a
stock dividend payable on March 15, 1994.
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one or
more counterparts under seal as of February 24, 1997.
-------------------------
Xxxxxxx X. Xxxxx, as Trustee
of the Xxxxx Family Voting
Trust - 1991
-------------------------
Xxxxxxxx X. Xxxxx, as Trustee
of the Xxxxx Family Voting
Trust - 1991
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, Xxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx are trustees (the "Trustees")
under the Xxxxx Family Voting Trust Agreement - 1991 dated as of October 31,
1991 (the "Agreement"); and
WHEREAS, Xxxxx X. Xxxxx desires to withdraw Fifty Thousand (50,000) shares
of Class B Common Stock of Xxxxx Industries, Inc., a Delaware corporation, for
the purpose of converting such shares to shares of Class A Common Stock; and
WHEREAS, the Trustees desire to amend Schedule A to the Agreement to
reflect such transaction.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Schedule A to the Agreement is hereby amended and restated in its
entirety to read as follows:
SCHEDULE A
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
----------- -------------- -----------------
Xxxxxxx X. Xxxxx ("TPH") 2,751,220 000, 000
Xxxxxxxx X. Xxxxx ("FBH") 1,294,166 185, 188
Xxxxxxx X. Xxxxx
and Xxxxxx X. Xxxxx ("GBH")
as trustees of The
Xxxxxx X. Xxxxx
Trust - 1982 2,004,600 132, 158, 184
Xxxxxxxx X. Xxxxx,
as Trustee of The
Xxxxx X. Xxxxx Trust - 1976 1,235,840 156, 190
FBH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxxxxxx X. Xxxxx 22,600 184
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxx X. Xxxxx 30,200 184
STOCKHOLDER NO. OF SHARES* CLASS B CERT. NO.
----------- -------------- -----------------
TPH and GBH, trustees of
The GBH Grandchildren's 1995
Irrevocable Trust f/b/o
Xxxxxxx X. Xxxxx 22,600 184
Xxxxxxx X. Xxxxx,
as Trustee of The Xxxxxxx
Xxxxx Trust - 1976 1,335,840 138, 157
Xxxxxxx X. Xxxxx,
as Trustee of The Xxxxxx
X. Xxxxx Trust - 1980 1,335,840 134, 155
Xxxx X. Xxxxx 50,000 126
Xxxxxx Xxx Xxxxx,
as Trustee of The Xxxxxxx
Xxx Xxxxx Trust - 1984 50,000 126
* As adjusted to reflect the two-for-one stock split effected by means of a
stock dividend payable on March 15, 1994.
2. Except as hereinabove provided, the parties ratify and confirm the
Agreement in all respects.
The parties hereto have executed this Amendment to the Agreement in one or
more counterparts under seal as of June 5, 1997.
-------------------------
Xxxxxxx X. Xxxxx, as Trustee
of the Xxxxx Family Voting
Trust - 1991
-------------------------
Xxxxxxxx X. Xxxxx, as Trustee
of the Xxxxx Family Voting
Trust - 1991
AMENDMENT
TO
XXXXX FAMILY VOTING TRUST AGREEMENT--1991
AMENDMENT dated as of the 26th day of August, 1997 by and among Xxxxxxx X.
Xxxxx and Xxxxxxxx X. Xxxxx, as trustees (together, the "Trustees") under the
Xxxxx Family Voting Trust Agreement--1991 (the "Voting Trust Agreement"),
Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxx X. Xxxxx,
individually, Xxxxxxx X. Xxxxx as trustee of the Xxxxxx X. Xxxxx Trust--1980,
Xxxxxxx X. Xxxxx as trustee of the Xxxxxxx Xxxxx Xxxxx--0000, Xxxxxxxx X. Xxxxx
as trustee of the Xxxxx X. Xxxxx Trust--1976, Xxxxxxx X. Xxxxx and Xxxxxx X.
Xxxxx, as Trustees of the Grandchildren's Trust f/b/o Xxxx X. Xxxxx, Xxxxxxx X.
Xxxxx and Xxxxxx X. Xxxxx, as Trustees of the Grandchildren's Trust f/b/o
Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, as Trustees of the
Grandchildren's Trust f/b/o Xxxxxxxx X. Xxxxx and Xxxxxx Xxx Xxxxx, as Trustees
of the Xxxxxxx Xxx Xxxxx Xxxxx--0000 (each, a "Stockholder" and collectively,
the "Stockholders") and Xxxxx Industries, Inc., a Delaware corporation (the
"Company").
WHEREAS, each of the holders of voting trust certificates under the Voting
Trust Agreement, other than Xxxxxxxx X. Xxxxx as trustee of the Xxxxx X. Xxxxx
Xxxxx--0000, desires to withdraw all of such holder's shares of Class B Common
Stock, par value $.10 per share ("Class B Common Stock"), of the Company
represented by such voting trust certificates from the Voting Trust Agreement.
WHEREAS, the Trustees desire to consent and agree to the above-described
withdrawals.
WHEREAS, the Trustees and the Stockholders, representing the registered
holders of a majority of the voting trust certificates outstanding, desire to
amend the Voting Trust Agreement to provide that the Voting Trust Agreement may
be terminated by a written amendment signed by all of the Trustees and by the
registered holders of a majority of the voting trust certificates outstanding
under the Voting Trust Agreement at the time of any such proposed termination.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The parties hereto do hereby consent to the withdrawal from the Voting
Trust Agreement of all shares of Class B Common Stock represented by voting
trust certificates outstanding as of the date hereof, other than those shares of
Class B Common Stock represented by voting trust certificates held by Xxxxxxxx
X. Xxxxx as trustee of the Xxxxx X. Xxxxx Xxxxx--0000, and amend Schedule A to
the Voting Trust Agreement by amending and restating Schedule A is its entirety
to read as Schedule A attached hereto.
2. Section 13 of the Voting Trust Agreement is hereby amended by deleting
such Section 13 in its entirety and substituting therefor the following:
"13. Amendment; Termination. This Agreement may be amended by a written
amendment signed by all of the Trustees and by registered holders of a majority
of the voting trust certificates then outstanding; provided, however, that after
each of XXXXXXX X. XXXXX, XXXXXXXX X. XXXXX and all individuals appointed as
Trustees pursuant to the second paragraph of Section 11 shall cease to serve as
Trustees hereunder, this Agreement may be amended by a written instrument signed
by registered holders of a majority of the voting trust certificates then
outstanding. For all purposes of this Agreement, references to percentages of
voting trust certificates outstanding shall refer to the number of votes
represented by the shares of stock of the Company represented by such voting
trust certificates.
This Agreement may be terminated only by a written instrument signed by
all of the Trustees and registered holders of a majority of the voting trust
certificates then outstanding; provided, however, that after each of XXXXXXX X.
XXXXX, XXXXXXXX X. XXXXX and all individuals designated as Trustees pursuant to
the second paragraph of Section 11 shall cease to serve as Trustees hereunder,
this Agreement may be terminated as provided above but without the consent of
the Trustees.
If not previously terminated in accordance with the terms hereof, this
Agreement shall terminate ten (10) years from the date of this Agreement;
provided, however, that at any time within two (2) years prior to such date (or
any subsequent date of termination fixed in accordance with the provisions
hereof and applicable law), one or more of the persons designated in the
following provisions of this Section 13 may, by written agreement, extend the
duration of this Agreement for an additional term not exceeding 10 years from
the expiration date as originally fixed or as last extended. The foregoing right
of extension shall be exercisable by (i) any individual Stockholder living who
holds one or more voting trust certificates and not subject to any incapacity at
the time of the proposed extension, and if so exercised shall be binding upon
any and all holders of voting trust certificates in respect of shares originally
or subsequently deposited hereunder by such individual Stockholder, (ii) the
trustee of any trust Stockholder that holds voting trust certificates who is
living and not subject to any incapacity at the time of the proposed extension,
and regardless of whether such trust is then still in existence, and if so
exercised shall be binding upon any and all holders of voting trust certificates
in respect of shares originally or subsequently deposited hereunder by such
trust Stockholder and any and all beneficiaries thereof or successors in
interest thereto, and (iii) the holder of any voting trust certificate
representing shares not covered by either of the preceding clauses (i) or (ii),
and if so exercised shall be effective with respect to all shares represented by
such voting trust certificate, it being understood that the provisions of
clauses (i) or (ii) of this paragraph (and not this clause (iii)) shall govern
any extension with respect to shares referred to therein if and to the extent a
Stockholder referred to therein is able to consent to such extension. Any such
action to extend this Agreement shall be binding upon the Trustees, any
Stockholder or other person consenting to such extension as provided above and
all successors in interest of any such Stockholder or other person (including
without
limitation any holder of voting trust certificates representing shares deposited
by any Stockholder consenting (or on whose behalf consent is given) to such
extension in the manner provided above). Extensions in accordance with this
Section 13 (i) shall not be deemed to constitute the commencement of a new
voting trust for purposes of the DGCL, (ii) shall be filed with the registered
office of the Company in Delaware, as provided by law and (iii) shall not
involve or require any transfer of shares as contemplated by the last paragraph
of Section 5."
3. The effective date of this Amendment shall be the date first set forth
above.
4. As amended by this Amendment, the Voting Trust Agreement is in all
respects ratified and confirmed, and as so amended by this Amendment the Voting
Trust Agreement shall be read, taken and construed as one and the same
instrument.
5. This Amendment may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
6. This First Amendment shall be governed in accordance with the laws of
the State of Delaware without regard to principles of conflicts of law.
[Remainder of page intentionally left blank.]
The parties hereto have executed this Amendment to the Voting Trust
Agreement in one or more counterparts under seal as of the __th day of August,
1997.
XXXXX INDUSTRIES, INC.
By: -------------------------------
Xxxxxxx X. Xxxxx, Chairman
-----------------------------------
Xxxxxxx X. Xxxxx, as Trustee and a
Stockholder
-----------------------------------
Xxxxxxxx X. Xxxxx, as Trustee and a
Stockholder
-----------------------------------
Xxxxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx, as Trustee of the
Xxxxx X. Xxxxx Trust--1976
-----------------------------------
Xxxxxxx X. Xxxxx, as Trustee of the
Xxxxxxx Xxxxx Trust--1976
-----------------------------------
Xxxxxxx X. Xxxxx, as Trustee of the
Xxxxxx X. Xxxxx Xxxxx--0000
----------------------------------- -----------------------------------
Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx, as Trustee of the
Grandchildren's Trust f/b/o Grandchildren's Trust f/b/o
Xxxx X. Xxxxx Xxxx X. Xxxxx
----------------------------------- -----------------------------------
Xxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx, as Trustee of the
Grandchildren's Trust f/b/o Grandchildren's Trust f/b/o
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
----------------------------------- -----------------------------------
Xxxxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx, as Trustee of the
Grandchildren's Trust f/b/o Grandchildren's Trust f/b/o
Xxxxxxxx X. Xxxxx Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxx Xxx Xxxxx, as Trustee of the
Xxxxxxx Xxx Xxxxx Trust--1984
SCHEDULE A
Number of Shares
Name of Class B Common Stock
Xxxxxxxx X. Xxxxx as trustee of the
Xxxxx X. Xxxxx Xxxxx--0000 1,235,840
