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EXHIBIT 9
IRREVOCABLE STOCK TRUST
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MARITIME
IRREVOCABLE STOCK TRUST
DATED DECEMBER 1, 1997
Maritime International Ltd ("Maritime") is transferring to Xxxx Xxxxxxx, as
Trustee, 726,667 shares of Composite Automobile Research, Ltd. ("CAR") stock,
representing all of the shares Maritime owns of CAR in Trust. The term "Shares"
when used in this Agreement of Trust shall include the shares of common stock of
CAR. Maritime owns no other type of shares, options, or pledge rights of stock
of CAR.
Maritime directs Trustee to hold the Shares in Trust, and to distribute the
Shares and to pay the net income therefrom as follows:
FIRST FOR THREE YEARS FROM THE DATE OF THIS TRUST
a) To pay the net income to Maritime as and when received by
Trustee.
b) Upon the sale by Trustee of any of the Shares, to pay to
Maritime the net proceeds from such sale after setting aside a
reasonable reserve to pay for expenses arising from such sale
and the administration of this Trust.
c) If Trustee receives the written approval from the Board of
Directors of CAR allowing distribution to Maritime all or any
part of the Shares, Trustee shall distribute to Maritime upon
written request up to the entire amount of the Shares so
approved for distribution.
d) To distribute the entire interest in all or any part of the
Shares to such charity or charities as Maritime may from time
to time direct Trustee in writing. The words "charity" or
"charities" shall mean an organization described in section
501(c)(3) of the Internal Revenue Code or any successor
provision thereto which is not a private foundation as defined
in section 509 of the Internal Revenue Code and in which
Maritime has no involvement, control or input regarding its
activities.
SECOND NO RIGHT TO AMEND OR REVOKE
Subject to Paragraph FIRST, c), this Trust is irrevocable. Maritime retains no
power to amend or revoke this Trust, in whole or in part.
THIRD POWER TO DISPOSE
Trustee shall, in Trustee's sole and absolute discretion, possess the exclusive
power to dispose of the Shares, whether by sale or otherwise. Maritime hereby
irrevocably relinquishes any right to participate in any decision relating to
the disposition of the Shares.
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FOURTH ADMINISTRATIVE POWERS
Trustee shall have the following powers in addition to those conferred by law
until all Shares are distributed:
a) To retain the Shares in the form in which they were received
without being confined to so-called legal investments and
without regard for the principle of diversification.
b) To sell at public or private sales for cash and/or credit, and
to exchange all or any portion of the Shares and to give
options for such sales or exchanges.
c) To exercise any option arising from the ownership of this
investment; to join in any recapitalization, merger,
reorganization, liquidation, dissolution, consolidation or
voting trust plan effecting this investment; to delegate
powers with respect thereto; to deposit securities under
agreements and pay assessments; to subscribe for stock and
bond privileges; and generally to exercise all rights of
security holders.
d) To hold the Shares unregistered or in the name of a nominee.
e) To compromise claims by or against the trust fund, including
but not limited to tax issues and disputes, without order of
court or consent of any party in interest and without regard
for the effect of such compromise on any interest hereunder.
f) To employ accountants, agents, attorneys, investment counsel,
brokers, bank or trust company to perform services for and at
the expense of the Trust and to carry or register this
investment in the name of the nominee of such agent, broker,
bank or trust company. The expenses and charges for such
services shall be charged against principal. Trustee is
expressly relieved of any liability or responsibility
whatsoever for any act or failure to act by, or for following
the advice of, such accountants, agents, attorneys, investment
counsel, brokers, bank or trust company, so long as Trustee
exercises due care in their selection. The fact that a Trustee
may be a member, shareholder or employee of any accounting,
investment, legal or brokerage firm, agent, or bank or trust
company so employed shall not be deemed a conflict of
interest. Any compensation paid pursuant to this subparagraph
shall not affect in any manner the amount of or the right of
Trustee to receive commissions as a fiduciary.
g) To pledge the property as security for the repayment of any
loan received by Maritime.
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h) To enter into agreements concerning the Shares and to extend
the duration thereof.
FIFTH VOTING POWERS AND TRUSTEE AUTHORITY
Trustee agrees to vote the Shares held hereunder, on each matter presented to
Composite Automobile Research, Ltd. shareholders for a vote, as freely as any
individual owner of such interest would have.
SIXTH DISCHARGE BY RECEIPT OF PAYMENT
The receipt of a payment by Maritime, Maritime's duly appointed attorney-in-fact
or Maritime's personal representative shall be a complete discharge to Trustee.
SEVENTH DEFINITIONS
a) The word "Trustee" when used in this Agreement of Trust shall
include all genders and the singular and plural as the context
may require.
b) Paragraph headings in this Agreement of Trust are used for
reference only and shall not affect the meaning, construction
or effect of this Agreement of Trust.
c) The words "Composite Automobile Research, Ltd." when used in
this Agreement of Trust shall include its
successors-in-interest and any entity controlling or
controlled by it.
d) All references in this Agreement of Trust to the Internal
Revenue Code shall mean the Internal Revenue Code of 1986, as
amended or reenacted, and all corresponding provisions of any
subsequent federal tax laws and regulations thereunder.
EIGHTH TRUSTEE
a) If Xxxx Xxxxxxx ceases to serve for any reason, Maritime
appoints Xxxx Xxx Ma Trustee in his place. Except as provided
above, the then serving Trustee may appoint in writing any
individual and/or a bank or trust company organized under the
laws of the United States or any state thereof and possessed
of trust powers, to serve as successor Trustee. If there is a
total vacancy in the office of Trustee, Maritime may appoint
in writing any individual and/or corporation described above
to serve as successor Trustee.
b) Except for the appointment of Xxxx Xxx Ma as successor
Trustee, each appointment hereunder of a successor Trustee or
co-Trustee shall require the written consent of Maritime.
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c) The individual Trustees of any trust hereunder then serving
may unanimously appoint in writing an individual and/or a bank
or trust company organized under the laws of the United States
or any state thereof and possessed of trust powers to serve
with them as co-Trustee.
d) Any Trustee while serving hereunder may resign without court
approval by written notice delivered to Maritime and Composite
Automobile Research, Ltd. If a Trustee should cease to serve,
whether by death or resignation, such Trustee shall be
relieved of all liability through the delivery of an account
(formal or informal) to Maritime and by the signature of a
release based on said account by Maritime and Composite
Automobile Research, Ltd.
e) No Trustee taking office shall be liable in any way for the
acts or omissions of any Trustee prior to the Trustee's
assuming office and shall have no duty to review the
performance of a Trustee prior to that time.
f) No Trustee shall be required to post security in any
jurisdiction.
NINTH SITUS: APPLICABLE LAW
This Trust has been accepted by the Trustee in the State of California, its
situs shall be in that State, and all questions pertaining to its validity,
construction and administration shall be determined in accordance with the laws
of that State.
Executed of behalf of Maritime International, Ltd.
by
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Xxxxxx Xxxxx, Director
