THE 1996 XXXXXXX XXX XXXXXX TRUST
dated September 29, 1996
* * * * *
XXXXX X. XXXXXXX, Trustor
XXXXX X. XXXXXXX, Trustee
September 29, 1996
THE 1996 XXXXXXX XXX XXXXXX TRUST
dated September 29, 1996
THIS 1996 XXXXXXX XXX XXXXXX TRUST dated
September 29, 1996 (hereinafter referred to as the
"Trust Agreement" or the "Trust") is made this 29th
day of September, 1996, by and between XXXXX X.
XXXXXXX, Trustor (hereinafter referred to as
"Trustor"), and XXXXX X. XXXXXXX, Trustee in order to
establish a separate trust for the benefit of XXXXXXX
XXX XXXXXX (herein "Beneficiary") under the terms and
conditions herein stated.
ARTICLE I.
THE TRUST ESTATE
Trustor, without any consideration on the part
of Trustee, has delivered to Trustee money and
property, as described in Exhibit "A", attached
hereto as part of this Trust Agreement. Said
property and the proceeds received by Trustee
therefrom, and all money and property hereinafter
held by or received by Trustee, as Trustee hereunder,
shall constitute the Trust estate ("Trust Estate").
Trustee acknowledges delivery of said property and
agrees to hold and manage the same, in trust, for the
uses and in the manner hereinafter set forth.
Trustor or any other legal person or entity shall
have the right by Will or otherwise to add to this
Trust any other property acceptable to Trustee, and
such property shall become a part of the Trust
Estate.
The name of this Trust shall be "THE 1996
XXXXXXX XXX XXXXXX TRUST dated September 29, 1996."
I. ARTICLE
IRREVOCABILITY
Trustor hereby designates this Trust as an
irrevocable trust and hereby irrevocably commits any
and all funds and property listed on Exhibit "A" to
the purposes set forth herein, to be held,
administered, and distributed in accord with the
herein provisions. No person shall have the power to
alter, amend or revoke this Trust Agreement in whole
or in part.
I. ARTICLE
POWER TO WITHDRAW TRUST ESTATE
Trustee agrees, if Trustee accepts any
additions, to hold and manage such additions in trust
for the use and in the manner set forth in this Trust
Agreement. In the event such addition constitutes a
lifetime gift from Trustor, then the following shall
apply:
A. For a period of fifteen (15) days
following any contribution to the Trust Estate by the
Trustor or any other person, each Beneficiary shall
have the right to withdraw from any part of the Trust
Estate (including but not limited to the actual
contribution) an amount equal to the lesser of:
1. The entire contribution; or
1. A portion of the contribution
having a fair market value equal to the amount
specified for gift tax exclusion in Internal Revenue
Code 2503(b) as from time to time amended,
determined as of the date of the contribution. If
the donor is married at the time of the gift, this
portion shall be doubled whether or not the donor's
spouse joins in the gift pursuant to Internal Revenue
Code 2513 as from time to time amended, except where
married donors each make simultaneous gifts to the
Trust Estate, then the exclusion in Internal Revenue
Code 2503(b) shall be applied on a per donor basis.
Provided, that the aggregate withdrawals with
respect to contributions made by one donor during any
single calendar year shall not exceed the fair market
value of the foregoing Internal Revenue Code
limitation determined as of the date of contribution.
A. Withdrawals shall be by written
request delivered to Trustee.
A. If Beneficiary is under a legal
disability during part or all of a withdrawal period,
the guardian of Beneficiary may exercise such
withdrawal on Beneficiary's behalf.
A. Each time Beneficiary acquires a right
of withdrawal as above provided, Trustee shall so
notify Beneficiary or Beneficiary's guardian.
A. On the death of Beneficiary,
Beneficiary shall have the power to appoint the
principal and any undistributed income of the Trust
Estate, or any part thereof, to Beneficiary's spouse,
to one or more of Beneficiary's issue then living, to
one or more of Trustors' issue then living, or to a
trust or trusts for their benefit. Such power of
appointment shall be exercised only by a provision in
the Last Will and Testament of Beneficiary expressly
exercising such power. Unless within ninety (90)
days after Beneficiary's death, Trustee has actual
notice of the existence of a Will exercising such
power, Trustee shall, without incurring any liability
to any appointee, proceed as if such power had not
been exercised; provided, however, that this sentence
shall not bar any right which an appointee may have
to enforce the appointment.
I. ARTICLE
DISTRIBUTION OF INCOME AND PRINCIPAL
A. So long as Beneficiary is under the
age of twenty-one (21), Trustee shall pay to or apply
for the benefit of Beneficiary, as much of the net
income and principal of the Trust as Trustee, in
Trustee's discretion, deems necessary for the proper
health, support, maintenance, and education of
Beneficiary, after taking into consideration, to the
extent Trustee deems advisable, any other income or
resources of Beneficiary known to Trustee. Any net
income not distributed shall be accumulated and added
to the principal.
A. When Beneficiary attains age twenty-
one (21), Trustee shall pay to or apply for the
benefit of Beneficiary the entire net income of
Beneficiary's trust, quarter-annually or at more
frequent intervals. Trustee may also pay to or apply
for the benefit of Beneficiary as much of the
principal of Beneficiary's trust as Trustee, in
Trustee's discretion, deems necessary for the proper
health, support, maintenance, and education of
Beneficiary, after taking into consideration, to the
extent Trustee deems advisable, any other income or
resources of Beneficiary known to Trustee.
A. At the time Beneficiary attains age
forty (40), Trustee shall distribute to Beneficiary
the remainder of the principal and any and all
accumulated income on the principal of Beneficiary's
trust as then constituted.
A. If Beneficiary dies before becoming
entitled to receive distribution of his or her entire
trust, the undistributed balance of that
Beneficiary's trust shall thereupon be divided into
as many equal shares as there are living children of
the deceased Beneficiary and Trustee shall distribute
such shares outright and free of trust. If
Beneficiary dies leaving no living children, the
undistributed balance of that Beneficiary's trust
shall be distributed to the then living brothers and
sisters of Beneficiary in equal shares; provided,
however, that if a brother or sister is then deceased
leaving children then living, said deceased sibling's
share shall be distributed to said living children in
equal shares. Notwithstanding the above, if any part
of that balance would otherwise be distributed to a
person for whose benefit a trust is then being
administered under this Trust Agreement, that part
shall instead be added to that trust and shall
thereafter be administered according to its terms.
A. If at any time before full
distribution of the Trust Estate, all persons
described above are deceased but issue of Trustor are
then living, the Trust Estate shall thereupon be
distributed outright to said living issue based on
the principal of representation, but if all Trustors'
issue are deceased and no other disposition of the
property is directed by this Trust, the Trust Estate
or the portion of it then remaining shall thereupon
be distributed to those persons who would then be
Trustors' heirs, their identities and respective
shares to be determined according to the laws of the
State of California then in effect relating to the
succession of separate property not acquired from a
predeceased spouse, and assuming an equal share for
each Trustor hereunder.
A. With respect to any sum or property,
whether income or corpus, which is required or
permitted to be distributed out of any trust
hereunder to or for the benefit of any person who, at
the time, is a minor or whom Trustee of such trust,
in Trustee's reasonable discretion, determines to be
under any disability preventing such person from
acting properly in his or her own behalf
(irrespective of whether legally so adjudicated),
Trustee of such trust may properly make distribution
of the same in any one or more of the following ways
as such Trustee, from time to time, in Trustee's sole
discretion, shall deem to be most expedient in the
best interests of such person; namely, by paying,
distributing, or applying the same to:
1. Such person directly,
1. The legal guardian of such
person,
1. An apparently qualified
individual or bank who, in taking the same "as
custodian for" such person "under the" appropriate
state's "uniform gifts to minors act", indicates that
such sum or property will be treated in all respects
as "custodial property" for the benefit of such
person in accordance with the provisions of the
Uniform Gifts to Minors Act of such state (whether or
not such act permits custodial property of such an
origin),
1. The parent, spouse, or other
individual having the care and custody of such person
who, as such person's natural guardian, shall
preserve the same for the immediate or ultimate
benefit of such person (or such person's estate), but
who shall not be obligated to qualify as a legal
guardian or account to any probate court therefor,
1. Trustee or Trustees of any trust
all of the assets of which are then fully and
unqualifiedly withdrawable by such person,
1. The direct payment of any
educational, medical, or other proper expense of such
person (including expenses, such as taxes, repairs,
etc., reasonably appropriate to preserving any assets
belonging to such person) as long as such expense is
not the legal obligation of any other person,
1. The purchase of stocks, bonds,
insurance (the term "purchase" shall include any
premium payment), or other properties of any kind,
the ownership of which is registered in the sole name
of such person, or
1. The making of a deposit into a
bank, savings and loan association, brokerage, or
other similar account in the sole name of such
person; provided, if distribution in the manner
described in subparagraphs (3) and (4) is made,
Trustee may require legally enforceable
indemnification in favor of such person against
anyone other than such person (or his or her estate)
benefiting thereby (even through the discharge of an
obligation to support such person). The receipt for
or evidence of any such payment, distribution, or
application shall be a complete discharge and
acquittance of Trustee to the extent of such payment,
distribution, or application and, except for
enforcement of any above described indemnification,
Trustee shall have no duty to see to the actual
application of amounts so paid or distributed to
others.
Even in the absence of minority or disability,
distributions made in the manner provided in
subparagraphs 1, 5, 6, 7, or 8 above shall be
conclusively deemed to have been made for the
"direct" benefit of such person.
A. In exercising Trustee's discretion
hereunder, Trustee shall be entitled to rely upon the
written certification of Beneficiary or the parent or
legal guardian of Beneficiary as to the nature and
extent of Beneficiary's needs and the inadequacy of
Beneficiary's resources apart from the Trust. When
relying upon such certifications, Trustee shall not
be required to make further inquiry into the
authenticity of the need or to the availability of
other resources to satisfy the need. It is Trustors'
desire that Trustee consider the needs of Beneficiary
in keeping with the standard of living that has been
previously enjoyed by Beneficiary and that Trustee
consider the needs of Beneficiary for support, care,
maintenance, and education as the primary purposes of
the Trust.
I. ARTICLE
POWERS OF TRUSTEE
A. In order to carry out the purposes of
this Trust and subject to any limitation stated
elsewhere in this Trust, Trustee is vested with the
following powers, in addition to those now or
hereafter conferred by law, affecting the Trust and
the Trust Estate:
1. To retain any property or
business interest transferred, devised or bequeathed
to Trustee, or any undivided interest therein,
regardless of any lack of diversification, risk, or
nonproductivity and regardless of whether or not such
property be of a character authorized by the laws of
the State of California for investment of Trust funds
and to continue the operation of any such business
interest at the risk of the Trust Estate as long as
Trustee deems advisable.
1. To invest and reinvest the Trust
Estate in any property or undivided interest therein,
wherever located, including bonds, notes, (whether
secured or unsecured), contracts of life insurance,
stocks of corporations, interests in general or
limited partnerships, real estate or any interest
therein and interests in trusts, including but not
limited to interests in any common trust fund or
funds now or hereafter established and being
administered by a corporate Trustee of this Trust
solely for the investment of Trust funds.
1. To have all the rights, powers,
and privileges of an owner with respect to securities
held in trust, including, but not limited to the
power to vote and give proxies and pay assessments or
other charges, to participate in voting trusts,
pooling agreements, foreclosures, reorganizations,
consolidations, mergers and liquidations and in
connection therewith to deposit securities with and
transfer title to any protective or other committee
under such terms as Trustee may deem advisable, and
do all other acts which men of prudence, discretion
and intelligence would do or take for their own
account.
1. To manage, control, grant options
on, sell (for cash or on deferred payments), convey,
exchange, partition, divide, improve, and repair
trust property and to margin, option, and deal with
and in commodities, futures and all similar
securities, as Trustee shall deem advisable, from
time to time.
1. To lease Trust property for terms
within or beyond the terms of the Trust and for any
purpose, including exploration for and removal of
gas, oil, and other minerals; and to enter into
community oil leases, pooling and unitization
agreements.
1. To borrow money, and to encumber
or hypothecate Trust property by mortgage, deed of
trust, pledge, or otherwise for the debts of the
Trust or the joint debts of the Trust and others as
co-owners of Trust property.
1. To loan or advance Trustee's own
funds to the Trust for any Trust purpose, with
interest at current rates; to receive security for
such loans in the form of a mortgage, pledge, deed of
trust, or other encumbrance of any assets of the
Trust, to purchase assets of the Trust at their fair
market value as determined by an independent
appraisal of those assets; and to sell property to
the Trust at a price not in excess of its fair market
value as determined by an independent appraisal.
1. To keep any property in the name
of Trustee or a nominee with or without disclosure of
any fiduciary relationship.
1. To carry, at the expense of the
Trust, insurance of such kinds and in such amounts as
Trustee deems advisable to protect the Trust Estate
and Trustee against any hazard.
1. To employ managers, agents,
attorneys, accountants, auditors, depositories and
proxies, with or without discretionary powers and to
rely on the advice given by such advisors.
1. To commence or defend, at the
expense of the Trust, such litigation with respect to
the Trust or any property of the Trust Estate as
Trustee may deem advisable, and to compromise or
otherwise adjust any claims or litigation against or
in favor of the Trust.
1. To take any action and to make
any election, in Trustee's discretion, to minimize
the tax liabilities of this Trust and its
beneficiaries, and it shall have the power to
allocate the benefits among the various
beneficiaries, and Trustee shall have the power to
make adjustments in the rights of any beneficiaries,
or between the income and principal accounts, to
compensate for the consequence of any tax election or
any investment or administrative decision that
Trustee believes has had the effect of directly or
indirectly preferring one beneficiary or group of
beneficiaries over others.
1. Except as otherwise specifically
provided in this Trust, Trustee shall have the power,
exercisable in Trustee's discretion, to determine
what is principal or income of the Trust Estate and
to apportion and allocate receipts and expenses and
other charges between these accounts, including also
the power to charge in whole or in part against
principal, or to amortize out of or charge forthwith
to income, premiums paid on the purchase of bonds or
other obligations. Trustee shall not be required to
establish a reserve for depreciation or to make
charges against income therefor, but may do so if
Trustee, in Trustee's discretion, so determines such
reserve and charges to be established on such
assumptions and in such amounts as Trustee shall
determine. If the Trust shall be a member of a
partnership, Trustee shall be entitled to accept,
with respect to such partnership interest, any
accounting methods used by the partnership,
regardless of whether such methods shall include
depreciation reserves, regardless of the assumptions
on which any such reserve may be based, and
regardless of whether such accounting methods are
inconsistent with those methods used by Trustee with
respect to other property of the Trust Estate. No
inference of imprudence or partiality shall arise
from the fact that Trustee, in exercising the
discretion conferred here on Trustee, shall have
allocated a receipt or expenditure in a manner
contrary to any provision of the California Revised
Uniform Principal and Income Act. Except insofar as
Trustee shall exercise the discretion conferred on
Trustee and except as otherwise provided in this
Trust, matters relating to principal and income shall
be governed by the provisions of the California
Revised Uniform Principal and Income Act from time to
time existing.
1. In any case in which Trustee is
required pursuant to the provisions of the Trust, to
divide any Trust property into parts or shares for
the purpose of distribution, or otherwise, Trustee is
authorized, in Trustee's absolute discretion, to make
the division and distribution in kind, including
undivided interests in any property, or partly in
kind and partly in money, and for this purpose to
make such sales of the Trust property as Trustee may
deem necessary on such terms and conditions as
Trustee shall see fit.
1. Early Termination. Trustee, or
any Successor Trustee, shall have the power to
terminate this Trust should the balance on hand
decrease to an amount less than Twenty-Five Thousand
Dollars ($25,000), which amount Trustee or the
Successor Trustee deems could not be efficiently and
economically administered by Trustee, or the
Successor Trustee, or distribute free of Trust any
property determined by the Trustee in the Trustee's
sole and absolute reasonable discretion to be
unproductive or under productive and not readily
saleable. Included within the definition of
unproductive or underproductive property shall be any
Trust property which has been at any time subject to
environmental contamination or hazard.
1. To comply fully with all present
and future laws applicable to the Trust or the
Trustee in the administration of the Trust whether
enacted by federal, state or local authorities
including all environmental laws, regulations and
ordinances, at the sole expense of the Trust,
including actions which require the Trust to be
classified as a generator or transporter of
environmentally hazardous or suspect materials.
17. The enumeration of certain powers of
Trustee shall not limit Trustee's general powers,
Trustee, subject always to the discharge of Trustee's
fiduciary obligations, being vested with and having
all the rights, powers and privileges which an
absolute owner of the same property would have.
A. From the income and principal of the
Trust Estate Trustee shall pay and discharge all
expenses incurred in the administration of this Trust
and the protection of this Trust against legal or
equitable attack, including counsel fees and a
reasonable fee for his own services as such Trustee,
which compensation and expenses constitute a first
lien on the Trust Estate.
II. ARTICLE
REGULATION OF TRUSTEE
6.1 Successor Trustees. XXXXX X. XXXXXXX is
hereby designated as Trustee of this Trust. He shall
have the right to appoint any person to act with him
as Co-Trustee or as sole Trustee, remove such
appointed Trustee, reinstate himself as Trustee, and
designate Successor Trustees. Upon the death,
resignation or inability of XXXXX X. XXXXXXX to act
or to continue to act as Trustee, and no Successor
Trustee is designated, then XXX XXXXXXXXXXX is hereby
designated to act as Successor Trustee with all of
the same powers of appointment, removal, and
designation as above granted to the original Trustee.
Upon the death, resignation or inability of XXX
XXXXXXXXXXX to act or to continue to act as Trustee,
and no Successor Trustee is designated, then XXXXX
FARGO BANK is hereby designated to act as Successor
Trustee with all of the same powers of appointment,
removal, and designation as above granted to the
original Trustee. In the event of any vacancy in the
office of Trustee which is not filled as above
provided, a court of competent jurisdiction shall
appoint a Trustee upon the application of any
Beneficiary, present or contingent, interested in
this Trust. No bond shall be required of any Trustee
or Successor Trustee. All references to "Trustee" or
"Trustees" hereunder shall include the Successor
Trustee.
6.2 Powers of Successor Trustees. The
Successor Trustee shall have all the powers, rights,
discretions, obligations, and immunities of Trustee
hereunder, to the same effect as though such
Successor Trustee was originally named herein as
Trustee, except that such Successor Trustee shall be
chargeable only with the assets delivered to it by
the preceding Trustee, and shall not be under any
obligation to investigate or be accountable for any
act or omission of any prior Trustee in the
administration of this Trust.
6.3 Compensation of Trustees. For his or her
ordinary services an individual Trustee shall receive
reasonable compensation and a Corporate Trustee shall
receive annual compensation in accordance with its
fees schedule in effect at the time such fees are
taken. It is understood and agreed that said Trustee
may adopt different fee schedules from time to time
relating to trusts of a type similar to the trust
created by this Trust Agreement and that said
Trustee's annual compensation hereunder for ordinary
services shall as aforesaid be based upon the fee
schedule in effect at the time that fees are taken.
At the time that said Trustee adopts a new fee
schedule which would affect the amount of fees which
said Trustee is entitled to receive in administering
this Trust, it shall mail a copy of same to Trustors
and to all of the then income Beneficiaries. In the
event that said Trustee performs services of an
extraordinary nature, it shall be entitled to
reasonable compensation for such services in addition
to the annual compensation for its ordinary services.
6.4 Resignation of Trustee. A Trustee may at
any time resign from the Trust hereby created by
depositing in the United States mail, postage
prepaid, a notice of such resignation addressed to
the persons or person then entitled to receive
payments hereunder at the addresses of such persons
or person last known to Trustee, and such resignation
shall take effect at the expiration of sixty (60)
days from the date of mailing of such notice and the
affidavit of any officer of the Corporate Trustee, as
to the date of mailing of such notice, shall be
conclusive evidence of its mailing.
6.5 Removal of Trustee. Whenever Trustee
hereunder is a trust company or bank, a majority of
the then living adult income beneficiaries (or if
none of the beneficiaries is an adult, then the
guardian or guardians of the estate of the minor
beneficiaries), shall have the power to designate a
Successor Trustee in the place of the then acting
Trustee. Such Successor Trustee must be a trust
company or bank qualified to do a trust business and
may be located in any state of the United States.
Such designation shall be in writing addressed to the
then acting Trustee, and shall include the written
consent of the named Successor Trustee to act as
Trustee hereunder. As soon as practicable after the
receipt of such designation, the then acting Trustee
shall deliver all assets of the Trust to such
Successor Trustee. The Successor Trustee shall have
all the powers, rights, discretions, obligations and
immunities of Trustee hereunder, to the same effect
as though such Successor Trustee were originally
named herein as Trustee.
6.6 Liability of Trustee. Trustee shall be
exonerated and indemnified by the Trust, to the full
extent or its assets, from any and all liability,
loss, cost or damage incurred by Trustee in its
individual or fiduciary capacity for acts or
omissions occurring in connection with the
administration of the Trust, including acts believed
reasonably necessary by Trustee in order to comply
with all laws, including environmental laws relating
to Trust property or former Trust property provided
that Trustee shall not be exonerated or indemnified
from his own grossly negligent actions or omissions.
I. ARTICLE
SPECIAL TAX PROVISIONS
7.1 Restrictions Relating to Trustor. Without
exception of any kind or nature, Trustor hereby
renounces all interests, either vested or contingent,
including reversionary interests and possibilities of
reverter or appointment, which Trustor might at any
time otherwise be held to have in the income and/or
corpus of this Trust. Notwithstanding anything
herein contained to the contrary, no powers
enumerated herein or accorded to Trustee generally
pursuant to law, singly or as a whole, shall be
construed:
1. To enable Trustor (i) to vote any
stock which may at any time be directly or indirectly
given to this Trust, or (ii) to exercise any power of
appointment with respect to this Trust,
1. To enable Trustor to borrow any
part of the assets or funds of any trust hereunder,
directly or indirectly, unless such loan provides for
at least such security and such interest as a
commercial bank would deem to be adequate under the
then circumstances or unless such loan is made by and
with the continuing consent of a then acting Trustee
of such trust who is "independent" (i.e., one who is
neither Trustor nor related to Trustor in any of the
following classifications: spouse, ancestor, lineal
descendant, brother, or sister; nor an employee of
Trustor;
nor a corporation or an employee of any corporation,
firm, or partnership in which Trustor is an executive
or in which Trustor and/or any trust hereunder has
stock or other holdings which are significant from
the viewpoint of control),
1. To permit any Trust distribution
which would have the effect of discharging any legal
obligation of Trustor (including any obligation which
Trustor may have at any time relating to the support
and/or education of any Beneficiary hereunder),
1. To permit any Trust income of any
kind to at any time be applied to the payment of any
premium on any policy of insurance on the life of
Trustor (or Trustor's spouse), or
1. To enable Trustor to reacquire
any Trust property by substituting other property of
equal value. If at any time any person other than
Trustor makes any additional gift in Trust hereunder,
such person shall be deemed thereafter to be an
additional "Trustor" with respect to such addition
for the purposes of the enunciation and restriction
provisions referring to "Trustor" contained in this
Article and for the purposes of all limitations,
exceptions, restrictions, and exclusions referring to
"Trustor" contained in other provisions of this Trust
Agreement.
7.2 Restrictions on Fiduciary Actions. It is
intended that all Trustees hereunder shall act as
fiduciaries and not as the holders of powers for
their own benefit. Accordingly and in order to
eliminate the negative tax implications which might
otherwise be drawn from various broadly worded
provisions of this Trust Agreement, the following
specific restrictions shall apply to all fiduciaries
acting hereunder:
1. Except as otherwise expressly provided
herein, each fiduciary, in the exercise of the powers
and discretions conferred upon such fiduciary by this
Trust Agreement, shall be guided by the best
interests, as a whole and in a broad sense, of any
Beneficiary hereunder, both present and contingent.
2. Notwithstanding the broad generality
of the administrative powers granted to the
fiduciaries hereunder by the terms of this Trust
Agreement nor of any powers which may be accorded to
Trustee generally pursuant to law, neither Trustee
nor any other person or persons shall purchase,
exchange, or otherwise deal with or dispose of any of
the assets held in trust hereunder for less than an
adequate consideration in money or money's worth.
The foregoing shall not, however, be construed to
prohibit any fiduciary hereunder from abandoning
property reasonably deemed by such fiduciary to be of
insufficient value to warrant the expense of
retention.
3. Any fiduciary who is under a legal
obligation to support and/or educate any Beneficiary
shall under no circumstances partake in any decisions
relating to any discretionary distributions which
might be used for the support and/or education of
such Beneficiary.
4. No person acting in a nonfiduciary
capacity shall have any power to either vote or
direct the voting of any stock or other securities
constituting any part of the property of any trust
hereunder or to direct investments or veto proposed
investments as to any trust hereunder.
5. Any power which any one Trustee may
have to remove another Trustee is likewise to be
exercised only in furtherance of Trust purposes and
not as a means of improperly influencing the manner
in which discretions granted exclusively to that
other Trustee are to be exercised. Thus, if one
Trustee removes another under circumstances which
indicate to the removed Trustee that a substantial
purpose of such removal was to improperly influence
or change the way in which some Trustee discretion
(held exclusively by the thus removed Trustee) is or
may be exercised, such Trustee, within thirty (30)
days of receipt of the notice of removal, shall
deliver to Trustee who gave such notice an affidavit
substantiating those circumstances, in which event
the removal shall be void for all purposes unless and
until a court of proper jurisdiction has determined
that such alleged improper influence was not in fact
a substantial purpose of such removal.
I. ARTICLE
GENERAL PROVISIONS
8.1 Prohibition Against Assignment. No
interest in the principal or income of any trust
created under this Trust Agreement shall be
anticipated, assigned, or encumbered, or subject to
any creditor's claim or to legal process, prior to
its actual receipt by Beneficiary.
8.2 Termination. Unless sooner terminated in
accordance with other provisions herein contained,
each trust created hereunder shall terminate twenty-
one (21) years after the later of the death of the
last survivor of Trustors or the death of all
Trustors' issue living on the date of execution of
this Trust, and upon such termination, Trustee shall
pay and distribute the undistributed income and
principal of the Trust Estate to the person or
persons, for whom said trust is held hereunder.
8.3 Notice of Events. It shall be the duty of
the several persons interested herein to notify
Trustee and furnish Trustee with reasonable proof of
any fact or the happening of any event calling for
any change in the administration or distribution of
the Trust Estate, and any and all action taken or
suffered hereunder by Trustee in good faith in the
absence of such notice and proof shall be deemed to
be in the proper discharge of the Trust.
8.4 Statements. Trustee shall mail annual
statements of account to the persons or person then
entitled to receive payments hereunder, and unless
such persons or person notify Trustee to the contrary
within thirty (30) days from the date of such
mailing, such statements shall be conclusively deemed
to be correct.
8.5 Definition of "Issue" and "Children". As
used in this Trust Agreement, the term "issue" shall
refer to lineal descendants of all degrees, and the
terms "child," "children," and "issue" shall include
adopted persons. As used in this Trust Agreement,
the masculine, feminine, or neuter gender, and the
singular or plural number, shall each be allowed to
include the others whenever the context so indicates.
8.6 Definition of "Education". Whenever
provision is made in this Trust Agreement for payment
for the "education" needs of Beneficiary, the terms
"educational" or "education" shall be construed to
include any accredited trade school, college, and
postgraduate study, so long as pursued to advantage
by Beneficiary, at an institution of Beneficiary's
choice; and in determining the payments to be made
for such trade school, college or postgraduate
education, Trustee shall take into consideration
Beneficiary's related living expenses to the extent
that they are reasonable.
8.7 Governing Law. This Trust will be
administered in the State of California, and its
validity, construction, and all rights thereunder,
shall be governed by the laws of the State of
California. If any provision of this Trust Agreement
shall be invalid or unenforceable, the remaining
provisions thereof shall continue to be fully
effective.
Trustors and Trustee have executed this Trust
Agreement as of and on the date above first written.
TRUSTOR: SUCCESSOR TRUSTEE:
_______________________________
______________________________
XXXXX X. XXXXXXX XXX XXXXXXXXXXX
TRUSTEE:
_______________________________
XXXXX X. XXXXXXX
SCHEDULE "A"
One Hundred Dollars ($100)
Nine hundred thirty nine thousand nine hundred thirty
one (939,931) shares of M.G. Products, Inc.
ACKNOWLEDGEMENTS
STATE OF CALIFORNIA )
)ss.
COUNTY OF ______________ )
On ___________________ before me,
___________________________ personally appeared
______________________________, /____/ personally
known to me or /___/ proved to me on the basis of
satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument
the person(s), or entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________
____________________________________
Name (Typed or
Printed)
CAPACITY CLAIMED BY SIGNER:
_____ individual signing for oneself/themselves.
_____ corporate officer(s)
___________________________(Titles)
_____ partner(s)
_____________________________Limited
_____________________________General
_____ attorney-in-fact
_____ trustee(s)/trustor(s)
_____ guardian/conservator
_____
other:_______________________________________________
__
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
_____________________________________________________
__
_____________________________________________________
__
_____________________________________________________
__
STATE OF CALIFORNIA )
)ss.
COUNTY OF ______________ )
On ___________________ before me,
___________________________ personally appeared
______________________________, /____/ personally
known to me or /___/ proved to me on the basis of
satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument
the person(s), or entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________
____________________________________
Name (Typed or
Printed)
CAPACITY CLAIMED BY SIGNER:
_____ individual signing for oneself/themselves.
_____ corporate officer(s)
___________________________(Titles)
_____ partner(s)
_____________________________Limited
_____________________________General
_____ attorney-in-fact
_____ trustee(s)/trustor(s)
_____ guardian/conservator
_____
other:_______________________________________________
__
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
_____________________________________________________
__
_____________________________________________________
__
_____________________________________________________
__
