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EXHIBIT 10.4
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT is made on the 21st day of July, 1987
between Shop-Vac Corporation (hereafter "Shop-Vac"), a New Jersey corporation,
Xxxxxx Xxxxxx, as Trustee, Xxxxxxxx Xxxxxx, individually and as Trustee, and
Xxxxxxx Xxxxxx, individually and as Trustee (hereafter "Shareholders").
WHEREAS, Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx are the owners of issued
and outstanding stock of Shop-Vac; and
WHEREAS, Xxxxxx Xxxxxx is the Trustee of a Trust created by his late
wife which holds issued and outstanding stock of Shop-Vac; and
WHEREAS, the nature and extent of the Shareholders' interests are set
out in Appendix "A"; and
WHEREAS, Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx desire to retain
proportionate ownership interests in Shop-Vac for themselves and their issue;
and
WHEREAS, the Shareholders are officers and employees of Shop-Vac; and
WHEREAS, the Shareholders and Shop-Vac desire to ensure stability and
continuity in the management and control of Shop-Vac; and
WHEREAS, the parties desire to arrange the future ownership interests
of Shop-Vac so as to reward other officers and employees and to otherwise
advance the interests of Shop-Vac; and
WHEREAS, the parties believe that certain provisions concerning stock
redemption, restriction of stock transfer, and unanimous approval for certain
extraordinary events are in the best interests of Shop-Vac;
NOW, THEREFORE, it is agreed, for good and valuable consideration, as
follows:
1. DEFINITIONS
1.1 Shop-Vac. The term "Shop-Vac" shall refer to the Shop-Vac Corporation, a New
Jersey corporation, with principal offices at 0000 Xxxxx Xxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx, and shall include any and all successors to all or substantially
all of the assets and business of the Shop-Vac Corporation.
1.2. Shareholders. The term "Shareholders" shall refer to Xxxxxx Xxxxxx, as
Trustee of certain trusts set out in Appendix "A", to Xxxxxxxx Xxxxxx,
individually and as Trustee of certain Trusts
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set out in Appendix and to Xxxxxxx Xxxxxx, individually and as Trustee of
certain Trusts set out in Appendix .
1.3 Parties. The term "parties" shall mean all of the parties to this Agreement.
Those parties include Shop-Vac and the Shareholders.
1.4 Successor Shareholders. The term "Successor Shareholders" shall refer to
those individuals, trustees, or other entities that hereafter acquire any
ownership interest in the stock of Shop-Vac as a result of a transfer of said
stock from the Shareholders or from other Successor Shareholders.
1.5 Transfer. The term "transfer" shall refer to the complete or partial
transfer or encumbrance of any ownership interest in the shares of stock of
Shop-Vac as a result of:
A. A contractual agreement;
B. A testamentary bequest;
C. An inter vivos gift;
D. A trust distribution; or
E. The operation of law including but not limited to the
law of intestacy.
Provided, however, that the term "transfer" shall not include any transaction in
which Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, and Shop-Vac together
execute a Voting Trust Agreement.
1.6 Xxxxxx Xxxxxx. The term "Xxxxxx Xxxxxx" shall refer to Xxxxxx Xxxxxx acting
in his individual capacity.
1.7 Xxxxxxxx Xxxxxx. The term "Xxxxxxxx Xxxxxx" shall refer to Xxxxxxxx Xxxxxx
acting in his individual capacity.
1.8 Xxxxxxx Xxxxxx. The term "Xxxxxxx Xxxxxx" shall refer to Xxxxxxx Xxxxxx
acting in his individual capacity.
1.9 Disability or Incapacity. The terms "disability or incapacity" shall refer
solely to mental disability or incapacity and shall require a finding and
determination that a Shareholder is non compos mentis by the Order of a court of
competent jurisdiction which makes reference to this Agreement.
2. CREATION AND TERMINATION
2.1 Creation. The effective date of this Agreement is July 21, 1987.
2.2 Termination. The termination date of this Agreement shall be the earliest
of:
A. The cessation, liquidation, or dissolution of Shop-Vac; or
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B. The effective date of a written agreement providing for such
termination and executed by Shop-Vac and all living
Shareholders and Successor Shareholders.
3. REDEMPTION
3.1 Death of Shareholder.
A. Upon the death of a Shareholder, the issue of said Shareholder shall
have an option to purchase, from the Shareholder's estate or representative, in
equal amounts, any or all of the shares of Shop-Vac held by the Shareholder
immediately prior to his death. If the issue do not elect to purchase the entire
number of said shares, then the surviving brother of said Shareholder, if any,
shall have an option to purchase, from the Shareholder's estate or
representative, any of the shares not already purchased by the issue, held by
the Shareholder immediately prior to his death. If the surviving brother does
not elect to purchase the remaining number of said shares, then Shop-Vac shall
have an option to purchase, from the Shareholder's estate or representative, any
of the shares not already purchased by the deceased Shareholder's issue or
surviving brother, held by the Shareholder immediately prior to his death. If
Shop-Vac does not elect to purchase the remaining number of said shares, then
the issue of said surviving brother shall have an option to purchase, from the
Shareholder's estate or representative, in equal amounts, any of the shares not
already purchased, held by the Shareholder immediately prior to his death.
B. Any purchase made pursuant to an option created under Section 3.1(A)
shall be at a price computed under Section 6 and with terms of payment as
established by Section 7.
C. Any purchase made pursuant to an option created under Section 3.1(A)
shall be made no later than one (1) year from the date of death of the
Shareholder.
D. Notwithstanding the purchase option granted by Section 3.1(A) to
Shop-Vac for the purchase of its own stock, the estate or representative of the
Shareholder shall not be required to sell or transfer to Shop-Vac any amount of
shares in excess of the maximum required by Internal Revenue Code Section 303,
as amended, or a lesser amount, if necessary, to preserve the installment
payment benefits provided under Internal Revenue Code Section 6166, as amended.
3.2 Death of a Successor Shareholder. Upon the death of a Successor Shareholder,
Shop-Vac shall have an option to purchase, from the Successor Shareholder's
estate or representative, any or all of the shares of Shop-Vac held by the
Shareholder immediately prior to his death. Any purchase made pursuant to this
Section shall be made no later than one (1) year from the date of death
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of the successor Shareholder, shall be at a price computed under Section 6, and
shall be with terms of payment as established by Section 7.
3.3 Exception. The provisions of Section 3.1 shall not apply
on:
A. The death of Xxxxxxxx Xxxxxx or Xxxxxxx Xxxxxx, when
B. The death causes the outright transfer of Shop-Vac stock to
any or all of the issue of Xxxxxxxx Xxxxxx or Xxxxxxx Xxxxxx;
or
C. The death of the Shareholder causes the transfer of Shop-Vac
stock to a trust provided that said trust designates any or
all of the issue of Xxxxxxxx Xxxxxx or Xxxxxxx Xxxxxx as the
immediate income beneficiaries and eventual remainder
beneficiaries; or
D. The death of the Shareholder causes the transfer of Shop-Vac
stock to a trust provided that said trust designates the
spouse of Xxxxxxxx Xxxxxx or Xxxxxxx Xxxxxx as the lifetime
income beneficiary, and designates any or all of the issue of
Xxxxxxxx Xxxxxx or Xxxxxxx Xxxxxx as the eventual remainder
beneficiaries.
3.4 Employment of Issue of Deceased Shareholder. Upon the death, disability, or
incapacity of Xxxxxxxx Xxxxxx or Xxxxxxx Xxxxxx, should any of their issue
desire to be employed by Shop-Vac, then Shop-Vac will, in good faith, use its
best efforts to enter into a reasonable employment arrangement with said issue,
in light of all circumstances then existing, utilizing the optimum talents of
said issue.
3.5 Disability or Incapacity of Shareholder.
A. Upon the disability or incapacity of Xxxxxxxx Xxxxxx or Xxxxxxx
Xxxxxx, the parties understand that the ownership rights of said Xxxxxxxx Xxxxxx
or Xxxxxxx Xxxxxx, in his shares of common stock of Shop-Vac, may be transferred
by operation of law to a guardian, conservator, or other legal representative.
B. Upon such disability or incapacity, Xxxxxxxx Xxxxxx and Xxxxxxx
Xxxxxx hereby direct their guardian, conservator, or other legal representative
to yield and assign the right to vote any shares of Shop-Vac stock, to his
surviving able brother, by executing such proxies, voting trust agreements, or
other documents as the surviving able brother may reasonably require.
3.6 Dividends. If the death, disability, or incapacity of the Shareholder causes
the transfer of Shop-Vac stock pursuant to Sections 3.3 or 3.5, then the parties
agree to employ their best efforts to secure the declaration and distribution,
in the fiscal
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years following the death, disability, or incapacity of the Shareholder, of cash
dividends payable to the holders of Shop-Vac's common stock in an overall amount
that is equal to ten percent (10%) of Shop-Vac's net income after taxes for that
fiscal year. Any declaration and distribution of cash dividends shall be made,
however, only as long as it does not violate the terms of any applicable bank
covenants, other financial agreements executed by Shop-Vac, or relevant
provisions of law.
4. TRANSFER RESTRICTIONS
4.1 Consent Required. The parties agree that a Shareholder or Successor
Shareholder may transfer an interest in Shop-Vac stock if and only if said
Shareholder or Successor Shareholder has received prior written consent to the
transfer from all other Shareholders and Successor Shareholders.
4.2 First Refusal. A. If any Shareholder or Successor Shareholder desires to
transfer shares of Shop-Vac stock but has not received prior written consent to
the transfer pursuant to Section 4.1 within a reasonable period of time, then
said Shareholder or Successor Shareholder shall so notify Shop-Vac and all other
Shareholders and Successor Shareholders in writing. The notice shall set forth
the name of the prospective Successor Shareholder, the number of shares of stock
involved, and the terms of such intended disposition. The notice shall be
accompanied by a written statement, acknowledging the terms and agreeing to
execute a counterpart of this Agreement pursuant to Section 7.5, signed by the
prospective Successor Shareholder.
B. For a period of sixty (60) days after the mailing of such notice,
Shop-Vac shall have the option to purchase all of the stock of the disposing
Shareholder or Successor Shareholder or, at its option, to purchase so much of
the stock as shall have been designated in the notice.
C. If Shop-Vac fails to exercise such option, the other Shareholders and
Successor Shareholders shall have the option to purchase all of the stock of the
disposing Shareholder or Successor Shareholder or, at their option, so much
thereof as shall have been designated in the notice, in amounts proportionate to
their respective holdings, within sixty (60) days after the termination of
Shop-Vac's option to purchase. Any shares not so purchased by one Shareholder or
Successor Shareholder may be purchased by the other Shareholders or Successor
Shareholders in amounts proportionate to their holdings.
D. The purchase price of each share of Shop-Vac stock transferred under
Subsections B or C above shall be computed in accordance with Section 6 and the
terms of payment shall be as stated in Section 7, or as may be otherwise
mutually agreed between the disposing Shareholder or Successor Shareholder and
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the purchaser.
E. Any option that is created for Shop-Vac under this Section may be
exercised by the affirmative vote of a majority of Shop-Vac's Board of
Directors.
F. If neither Shop-Vac nor the other Shareholders or Successor
Shareholders elect to exercise the options granted under this Section , then the
disposing Shareholder or Successor Shareholder shall be free to transfer his
stock in accordance with his notice to Shop-Vac and the Shareholders and
Successor Shareholders. If the disposing Shareholder or Successor Shareholder
shall fail, however, to make such disposition within sixty (60) days following
the expiration of the options provided by this Section , then his shares shall
again become subject to all of the provisions of this Section .
4.3 Exception. The provisions of Sections 4.1 and 4.2 shall not
apply if the disposing Shareholder is Xxxxxxxx Xxxxxx or Xxxxxxx
Xxxxxx and:
A. The disposing Shareholder seeks to effect the outright
transfer of Shop-Vac stock to any or all of his issue, or to
effect the transfer of said stock to a trust designating any
or all of his issue as its immediate income beneficiaries and
eventual remainder beneficiaries; or
C. The disposing Shareholder seeks to effect the transfer of
Shop-Vac stock to a trust designating his spouse as its
lifetime income beneficiary and designating any or all of his
issue as the eventual remainder beneficiaries.
4.4 Applicability. The terms of this Agreement shall apply to every share of
Shop-Vac stock, whether said stock is transferred to a Successor Shareholder or
remains in the possession of a Shareholder, for the duration of this Agreement.
4.5 Endorsement. Within ninety (90) days from the effective date of this
Agreement, the Shareholders agree to tender their shares of Shop-Vac stock to
Shop-Vac, and Shop-Vac agrees to reissue said stock, so that the following
endorsement may be placed on each certificate of stock:
"NOTICE is hereby given that the sale, encumbrance, disposition, or other
transfer of the shares of stock represented by this Certificate are subject to a
Shareholders Agreement dated July 21, 1987 and filed with the Secretary of
Shop-Vac Corporation."
The parties also agree that all stock issued after the effective date of this
Agreement shall bear the same endorsement.
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5. EXTRAORDINARY EVENTS
5.1 General. Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, and Xxxxxxx Xxxxxx, as
Shareholders, each agree that they will consider or act on the following
extraordinary transactions, in their capacities as an individual, a trustee, an
officer or an employee of Shop-Vac, if and only if they have secured the prior
written consent of their two fellow Shareholders:
A. The sale, lease, mortgage, pledge, or any other transfer or
encumbrance of substantially all of the assets of Shop-Vac;
B. The recapitalization, public trading registration, or other
material alteration to the structure and nature of the capital
stack of Shop-Vac;
C. The consolidation, reorganization, merger, dissolution, or
other material alteration to the corporate structure of
Shop-Vac;
D. The amendment of the Restated Certificate of Incorporation or
By-laws of Shop-Vac; or
E. The amendment of the Restated Employment Agreement dated
January 15, 1987 by and between Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxxx Xxxxxx, and Shop-Vac Corporation.
5.2 Consent of Remaining Shareholder. Upon the death, incapacity, or disability
of one of the Shareholders, the remaining Shareholders may participate in the
extraordinary transactions enumerated in Section 5.1 if and only if they both
consent, in writing, to such transaction.
6. VALUATION
6.1 General. The purchase price for a share of Shop-Vac stock shall be computed
under the terms of this Section.
6.2 Preferred Method. The Shareholders and Successor Shareholders shall attempt,
during the month of April of each year, to execute a Certificate of Value in
substantially the same form as that set forth in Appendix "B". The value to be
used in such Certificate shall be the amount determined by all of the
Shareholders and Successor Shareholders to be the then fair market value of each
share of stock. If a Certificate of Value has been executed within one (1) year
of the event giving rise to purchase hereunder, then the value found therein
shall be the purchase price for a share of Shop-Vac stock.
6.3 Alternate Method. If all of the Shareholders and Successor Shareholders are
unable to execute a Certificate of Value during
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the month of April of any year, then Shop-Vac shall commission a written report
by an independent appraising company that determines the current value of each
share of stock based on the most recent financial results, business prospects,
and other relevant information. If the Shareholders and Successor Shareholders
are unable to unanimously select an independent appraising company to prepare
such a report by the last day of July of each year, then Shop-Vac shall
commission Management Planning, Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx
00000 to prepare the report which shall be issued within ninety (90) days, and
thereupon distributed to all Shareholders and Successor Shareholders. If an
appraisal report has been prepared and distributed to all Shareholders and
Successor Shareholders within one (1) year of the event giving rise to purchase
hereunder, then the value found therein shall be the purchase price for a share
of Shop-Vac stock.
7. METHOD OF PAYMENT
7.1 General. The method of payment for a purchase of Shop-Vac stock required by
this Agreement shall be arranged under the terms of this Section.
7.2 Principal Amount. The principal amount of the payment to be made to the
disposing shareholder or his representative by Shop-Vac, the Shareholders, or
the Successor Shareholders, shall be equal to the purchase price for a share of
Shop-Vac stock under Section 6 multiplied by the number of shares subject to
transfer.
7.3 Promissory Note. The principal amount shall be evidenced by an installment
promissory note made by the purchaser. The terms of the note shall be as
follows:
A. The note shall require one hundred twenty (120) equal monthly
installment payments.
B. The first payment shall be made within one hundred twenty
(120) days after the occurrence of the event which required
the purchase of the shares.
C. The note shall provide for the payment of simple interest on
the unpaid principal balance at the greater rate of (i) ten
percent [10%] per year or (ii) the Applicable Federal Rate in
effect under Internal Revenue Code Section 1274 on the date of
the event which required the purchase of the shares.
D. The note shall also authorize confession of judgment upon
default, and shall permit the prepayment or anticipation of
payments, from time to time, without penalty, and the holder
of the note shall have the right to require acceleration of
payment in amounts
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sufficient to pay any estate tax, in installments as may be
required under Internal Revenue Code Section 6166,
attributable to inclusion of the Shop-Vac stock in the gross
estate of the disposing Shareholder or Successor Shareholder.
7.4 Exchange. At the time of the first payment, the disposing Shareholder,
Successor Shareholder, or his representative shall endorse the shares of
Shop-Vac to the purchaser and deliver the shares of Shop-Vac stock, free and
clear of all liens and encumbrances, but subject to the terms and restrictions
of this Agreement, to the Secretary of the Corporation to be held in escrow as
security pending final payment as required hereunder, and the purchaser shall
make the first payment and deliver the promissory note to the seller. If the
purchaser is not in default on the terms of payment, then the purchaser shall
have the right to dividends, if any, and the right to vote the shares of stock.
If the purchaser is in default, then the disposing Shareholder, Successor
Shareholder, or his representative shall reacquire the right to vote the stock
and the right to receive dividends. The Secretary of the Corporation shall, as
Escrow Agent, deliver the shares to the purchaser at the time the final payment
is made hereunder.
7.5 Execution of Counterpart. At the time of the first payment, the purchaser
shall execute a counterpart of this Agreement.
8. INSURANCE
8.1 General. Shop-Vac may apply for life insurance and disability insurance, in
which the named insured is a Shareholder or Successor Shareholder and the
beneficiary is Shop-Vac, whenever such insurance may, in Shop-Vac's opinion, be
an appropriate method for funding its purchase obligations under this Agreement.
8.2 Ownership. Shop-Vac shall pay all premiums on such insurance policies and
shall be the sole owner of such policies.
8.3 Cooperation. The parties agree that they shall employ their best efforts to
cooperate in the issuance of any such insurance policies.
9. GENERAL
9.1 Law. This Agreement shall be governed by the laws of the State of New
Jersey.
9.2 Enforcement. The parties to this Agreement or a Successor Shareholder may
seek to enforce or construe its terms in, and only in, a court of competent
jurisdiction of the State of New Jersey. The parties agree that the court may
issue ex parte
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temporary injunctive relief to preserve the status quo and prevent irreparable
injury pending the determination of any dispute under this Agreement.
9.3 Prior Agreements. Any prior agreement, including but not limited to the one
executed by certain parties hereto on November 13, 1984, concerning the subject
matter of this Agreement, are hereby rescinded and superseded by this Agreement.
9.4 Successors. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives, executors,
administrators, successors, and assigns.
9.5 Notices. The Shareholders and Successor Shareholders shall be deemed to
receive notice of any material which is sent to them by registered mail at the
address last appearing on Shop-Vac's stock transfer records. Shop-Vac shall be
deemed to receive notice of any material which is sent to it by registered mail
at its principal place of business in Williamsport, Pennsylvania.
9.6 Counterparts. This Agreement may be executed in any number of counterparts.
Each of these counterparts shall be taken to be an original.
9.7 Waiver. No waiver of any provision of this Agreement shall be valid unless
it is in writing and is signed by the party against whom charged.
9.8 Amendment. The provisions of this Agreement may only be modified by a signed
written agreement that is executed by all of the competent and living parties
hereto and by all Successor Shareholders.
IN WITNESS WHEREOF, the parties have signed this Agreement.
[SEAL] SHOP-VAC CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Executive Vice President
ATTEST:
/s/ Xxxx X. Xxxx /s/ Xxxxxx Xxxxxx
--------------------------------- -------------------------------
Assistant Secretary Xxxxxx Xxxxxx
/s/ Xxxxxxxx Xxxxxx
-------------------------------
Xxxxxxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxx
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COMMONWEALTH OF PENNSYLVANIA :
COUNTY OF LYCOMING : SS.:
:
Be it remembered that on the 21 day of July, 1987, before me, the
subscriber, a notary public, personally appeared XXXX X. XXXX to me known, who
being by me duly sworn, on her oath does depose and make proof to my
satisfaction that she is the Assistant Secretary of and well knows the seal of
Shop-Vac Corporation; that the seal affixed to the above Shareholders Agreement
is the seal of said Corporation and is affixed thereto by authority of its Board
of Directors; that Xxxxxxx X. Xxxxxxxx was at the time of the execution thereof
the Executive Vice President of said Corporation; that she saw the said Xxxxxxx
X. Xxxxxxxx affix said seal thereto, sign and deliver said Agreement and hear
him declare that he signed, sealed, and delivered the same as the voluntary act
of said Corporation, by virtue of said authority; and that this deponent signed
her name thereto, at the same time, as a subscribing witness.
/s/ Xxxx X. Xxxx
--------------------------------------
Assistant Secretary
Subscribed and sworn to
before me on the 21 day
of July, 1987.
/s/ Xxxx X. Xxxxxxxx
--------------------------------------
Notary Public
Xxxx x. Xxxxxxxx, Notary Public
Williamsport Lycoming County
My Commission Expires Dec. 5, 1989
Member Pennsylvania Association of Notaries
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STATE OF NEW YORK :
: SS.:
COUNTY OF NEW YORK:
Be it remembered that on this 20th day of July, 1987, before me, the
subscriber, an attorney-at-law of the State of New Jersey, personally appeared
Xxxxxx Xxxxxx, who, I am satisfied, is the person named in and who executed the
foregoing Shareholders Agreement; and he acknowledged that he signed, sealed,
and delivered the same as his act and deed.
/s/ Xxxxxx X. , Jr.
--------------------------------------
Attorney-at-Law of
the State of New Jersey
STATE OF NEW YORK :
: SS.:
COUNTY OF NEW YORK :
Be it remembered that on this 20th day of July, 1987, before me, the
subscriber, an attorney-at law of the State of New Jersey, personally appeared
Xxxxxxxx Xxxxxx, who, I am satisfied, is the person named in and who executed
the foregoing Shareholders Agreement; and he acknowledged that he signed,
sealed, and delivered the same as his act and deed.
/s/ Xxxxxx X. , Jr.
--------------------------------------
Attorney-at-Law of
the State of New Jersey
COUNTRY OF ENGLAND :
: SS.:
COUNTY OF _____________ :
Be it remembered that on this fifth day of August, 1987, before me, the
subscriber, a representative of the government of the United States, personally
appeared Xxxxxxx Xxxxxx, who, I am satisfied, is the person named in and who
executed the foregoing Shareholders Agreement; and he acknowledged that he
signed, sealed, and delivered the same as his act and deed.
/s/ J. Xxxxxx Xxxxxxx
-------------------------------
(Name) (Title)
J. Xxxxxx Xxxxxxx
Council of
the United States of America
London, England
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APPENDIX A
Allocation of Issued and Outstanding Stock
of Shop-Vac Corporation
Shareholder # of Shares Type of Shares
----------- ----------- --------------
Xxxxxx Xxxxxx, as Trustee
of Xxxxxxxx Xxxxxx Inter
Vivos Trust 3941 Common Stock
Xxxxxxxx Xxxxxx 850 Common Stock
Xxxxxxx Xxxxxx 850 Common Stock
Xxxxxxxx Xxxxxx & Xxxxxxx
Xxxxxx, as Trustees of
Grantor Income Trust 444 Common Stock
Xxxxxxxx Xxxxxx, as
Trustee of Xxxxxxxx Xxxxxx
Children's Trust 207.5 Common Stock
Xxxxxxx Xxxxxx, as
Trustee of Xxxxxxx Xxxxxx
Children's Trust 207.5 Common Stock
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APPENDIX B
Certificate of Value
WE, the undersigned, do hereby certify that the value of each share of the
common stock of Shop-Vac Corporation as of the day of April, 19 , is
$______________ per share.
--------------------------------
Shareholder
--------------------------------
Shareholder
--------------------------------
Shareholder
(SEAL) SHOP-VAC CORPORATION
By:
--------------------------------
(Title)
ATTEST:
-------------------------
Assistant Secretary
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AMENDMENT TO SHAREHOLDERS AGREEMENT
This AMENDMENT TO SHAREHOLDERS AGREEMENT is made on the 1st day of
August, 1991 between Shop-Vac Corporation (hereinafter "Shop-Vac"), a New Jersey
corporation, Xxxxxx Xxxxxx, Individually, Xxxxxxxx Xxxxxx, Individually, as
Trustee and as Custodian, and Xxxxxxx Xxxxxx, Individually, as Trustee and as
Custodian.
WHEREAS, Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx are the owners of issued
and outstanding stock of Shop-Vac;
WHEREAS, Xxxxxx Xxxxxx was formerly Trustee of a Trust created by his
late wife which holds issued and outstanding stock of Shop-Vac, but, with his
resignation as Trustee of such Trust, no longer holds, either individually or in
a fiduciary capacity, a legal or beneficial interest in Shop-Vac;
WHEREAS, the parties hereto were the signatories to an original
Shareholders Agreement dated July 21, 1987 (hereinafter "Original Shareholders
Agreement");
WHEREAS, since the execution of the Original Shareholders Agreement,
the stock ownership of Shop-Vac Corporation has substantially changed, with the
result being that the current stock ownership is now as indicated in Appendix A
attached hereto; and
WHEREAS, the parties to this Agreement pursuant to Article 9, Section 8
amend the Original Shareholders Agreement by unanimous signed written agreement.
NOW, THEREFORE, it is agreed for good and valuable consideration, as
follows:
1. Article 1, Section 2 of the Original Shareholders Agreement is hereby deleted
and in lieu of the stricken language, it shall read:
1.2 Shareholders. The term "Shareholders" shall refer to Xxxxxxxx Xxxxxx,
Individually, as Trustee of certain Trusts, and as Custodian as set out in
Appendix A hereto, and to Xxxxxxx Xxxxxx, Individually, as Trustee of
certain Trusts, and as Custodian as set out in Appendix A hereto.
2. Article 1, Section 8 of the Original Shareholders Agreement is hereby
deleted.
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3. The language contained in Article 5 of the Original Shareholders Agreement is
hereby deleted and in lieu of the stricken language, it shall read:
5. Extraordinary Events
5.1 General. Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx, as Shareholders, each
agree that they will consider or act on the following extraordinary
transactions, in their capacities as an individual, a trustee, a custodian, an
officer or an employee of Shop-Vac, if and only if they have secured the prior
written consent of their fellow Shareholder:
A. The sale, lease, mortgage, pledge or any other transfer or
encumbrance of substantially all of the assets of Shop-Vac;
B. The recapitalization, public trading registration or other material
alteration to the structure and nature of the capital stock of
Shop-Vac;
C. The consolidation, reorganization, merger, dissolution or other
material alteration to the corporate structure of Shop-Vac;
D. The amendment of the Restated Certificate of Incorporation or
By-Laws of Shop-Vac; or
E. The amendment of the Restated Employment Agreements dated January
15, 1987, by and between Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx
Xxxxxx and Shop-Vac Corporation.
4. In all other events, the terms of the Original Shareholders Agreement
remain in effect and legally binding upon the signatories.
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IN WITNESS WHEREOF, the parties have signed this Agreement.
[SEAL] SHOP-VAC CORPORATION
By: /s/ Unreadable
---------------------------------
President
ATTEST:
/s/ Unreadable /s/ Xxxxxx Xxxxxx
------------------------------- ---------------------------------
Unreadable Xxxxxx Xxxxxx, Individually
/s/ Xxxxxxxx Xxxxxx
---------------------------------
Xxxxxxxx Xxxxxx, Individually,
as Trustee, and Custodian
/s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx, Individually,
as Trustee, and as Custodian
/s/ Unreadable
Unreadable Text
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APPENDIX A
ALLOCATION OF ISSUED AND OUTSTANDING
------------------------------------
STOCK OF SHOP-VAC CORPORATION
-----------------------------
Total Shares Issued and Outstanding: 6,500
Treasury Shares: 375.2
Holders of Record No. of Shares
----------------- -------------
Xxxxxxxx Xxxxxx 2053
Xxxxxxxx Xxxxxx, as
UGMA Custodian for 767.5
his minor children
Xxxxxxxx Xxxxxx, as
Trustee of the Xxxxxxxx 207.5
Xxxxxx Children's Trust
Xxxxxxx Xxxxxx 2053
Xxxxxxx Xxxxxx, as
UGMA Custodian for 767.5
his minor children
Xxxxxxx Xxxxxx, as
Trustee of the Xxxxxxx 207.5
Xxxxxx Children's Trust
Xxxxxxxx Xxxxxx and
Xxxxxxx Xxxxxx as Trustees 444
of Residuary Trust under
Will of Xxxxxxxx Xxxxxx
-------------
TOTAL 6500
20
CONSENT TO TRANSFER
The undersigned shareholders of Shop Vac Corporation, in accordance
with Section 4.1 of the Shareholders Agreement dated July 21, 1987, between Shop
Vac Corporation and Xxxxxx Xxxxxx, as Trustee, Xxxxxxxx Xxxxxx, individually and
as Trustee, and Xxxxxxx Xxxxxx, individually and as Trustee, as amended by
Agreement dated August 1, 1991, hereby consent to the transfer of shares of Shop
Vac Corporation stock by any of the undersigned to either the Xxxxxxxx Xxxxxx
Family Limited Partnership or the Xxxxxxx Xxxxxx Family Limited Partnership,
this consent effective as of November 18, 1993.
Witness:
/s/ unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- -----------------------------------------
Xxxxxxxx Xxxxxx
/s/ unreadable /s/ Xxxxxxx X. Xxxxxx
-------------------------------- -----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ unreadable /s/ Xxxxxxx Xxxxxx
-------------------------------- -----------------------------------------
Xxxxxxx Xxxxxx, as Custodian
f/b/o Xxxxxx X. Xxxxxx
/s/ unreadable /s/ Xxxxxxx Xxxxxx
-------------------------------- -----------------------------------------
Xxxxxxx Xxxxxx, Co-Trustee
of Irrevocable Trust dated
12/6/91 f/b/o Xxxxxxx X. Xxxxxx
/s/ unreadable /s/ Xxxxxxx Xxxxxx
-------------------------------- -----------------------------------------
Xxxxxxx Xxxxxx, Co-Trustee
of Irrevocable Trust dated
12/6/91 f/b/o Xxxxxx X. Xxxxxx
21
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
/s/ Unreadable By: /s/ Unreadable
-------------------------------- --------------------------------------
Asst. Secretary (Vice) President
Co-Trustee of Irrevocable Trust
dated 12/6/91 f/b/o Xxxxxxx X.
Xxxxxx
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
/s/ Unreadable By: /s/ Unreadable
-------------------------------- --------------------------------------
Asst. Secretary (Vice) President
Co-Trustee of Irrevocable Trust
dated 12/6/91 f/b/o Xxxxxx X.
Xxxxxx
Witness:
/s/ Unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxxx Xxxxxx, Trustee of
Xxxxxxxx Xxxxxx 1984 Children's
Trust
/s/ Unreadable /s/ Xxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxx Xxxxxx
/s/ Unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxxx Xxxxxx, as Custodian
f/b/o Xxxxx Xxxxxx
/s/ Unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxxx Xxxxxx, as Custodian
f/b/o Xxxxxx Xxxxxx
22
/s/ Unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxxx Xxxxxx, Co-Trustee
of Irrevocable Trust dated
12/6/91 f/b/o Xxxxx Xxxxxx
/s/ Unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxxx Xxxxxx, Co-Trustee
of Irrevocable Trust dated
12/6/91 f/b/o Xxxxxx Xxxxxx
/s/ Unreadable /s/ Xxxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxxx Xxxxxx, Co-Trustee
of Irrevocable Trust dated
12/6/91 f/b/o Xxxxx Xxxxxx
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
/s/ Unreadable By: /s/ Unreadable
-------------------------------- --------------------------------------
Asst. Secretary (Vice) President
Co-Trustee of Irrevocable Trust
dated 12/6/91 f/b/o Xxxxx Xxxxxx
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
/s/ Unreadable By: /s/ Unreadable
-------------------------------- --------------------------------------
Asst. Secretary (Vice) President
Co-Trustee of Irrevocable Trust
dated 12/6/91 f/b/o Xxxxxx Xxxxxx
23
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
/s/ Unreadable By: /s/ Unreadable
-------------------------------- --------------------------------------
Asst. Secretary (Vice President)
Co-Trustee of Irrevocable Trust
dated 12/6/91 f/b/o Xxxxx Xxxxxx
Witness:
/s/ Unreadable /s/ Xxxxxxx Xxxxxx
-------------------------------- --------------------------------------
Xxxxxxx Xxxxxx, Trustee of
Xxxxxxx Xxxxxx 1984 Children's
Trust
