MARGIN ACCOUNT AGREEMENT
TO: XXXXXXXX INC. MEMBER: SIPC
000 XXXXXX XXXXXX XXXX
XXXXXX XXXX, XXXXXXXX 00000
Xxxxxx X. Xxxxxxxx, Xx.
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Annual Income of Customer Company Use Only
Less than $15,000 _______ Approximate Net Worth $500,000+
$15,001 - $25,000 _______ Approximate Liquid Net Worth $100,000+ Account No.
$25,001 - $50,000 _______
Over 50,000 X By (ILLEGIBLE) Date 9/15/95
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Supervisory Principal
In consideration of Xxxxxxxx, Inc. ("Xxxxxxxx") accepting one or more accounts
of the undersigned customer(s)("Customer")for the purchase, sale or carrying of
securities or options, the Customer agrees to the terms and conditions set forth
below and on the reverse of this agreement. BY SIGNING THIS AGREEMENT THE
CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER'S SECURITIES MAY BE LOANED TO XXXXXXXX
OR LOANED OUT TO OTHERS. THIS IS A BINDING CONTRACT. READ IT CAREFULLY BEFORE
SIGNING.
The Customer, if an individual, represents that the Customer is of full age, and
the Customer is not an employee of any exchange, or any corporation of which any
exchange owns a majority of the capital stock, or a member of any exchange or of
a member firm or member corporation registered on any exchange, or of a bank,
trust company, insurance company or of any corporation, firm or individual
engaged in the business of dealing, either as broker or as principal, in
securities, bills of exchange, acceptances or other forms of commercial paper,
unless so indicated on the Account Application and the written consent of the
Customer employer is attached hereto. The Customer further represents that no
one except the Customer has an interest in the account or accounts of the
Customer with Xxxxxxxx and the Customer will notify Xxxxxxxx in writing of any
change.
THE CUSTOMER UNDERSTANDS THAT THIS AGREEMENT CONTAINS, IN PARAGRAPH NUMBER 9
BELOW, A PRE-DISPUTE ARBITRATION CLAUSE REQUIRING ALL DISPUTES UNDER THIS
AGREEMENT TO BE SETTLED BY BINDING ARBITRATION. BY SIGNING BELOW CUSTOMER
ACKNOWLEDGES RECEIVING A COPY OF THIS AGREEMENT.
Date: 9-15-95 x /s/ Xxxx Xxxxxxxx
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(Customer Signature)
Account Number x
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(Customer Signature)
1. "Customer" shall mean both the singular and the plural, if the account shall
be joint.
2. All transactions shall be handled in accordance with and shall be subject to
all then applicable federal and state laws and rules and regulations promulgated
thereunder, the constitution, rules, customs and usages of the applicable
exchange, association, market or clearinghouse, and the customs and usages of
those transacting business on such exchange, market or clearing house. This
agreement shall be deemed modified to the extent necessary to conform with any
changes in such laws, rules, regulations, constitutions, customs and usages and
as modified shall remain in full force and effect.
3. Except as herein otherwise expressly provided, no provision of this agreement
shall in any respect be waived, altered, modified or amended unless such waiver,
alteration, modification or amendment be committed to in writing
and signed by an officer of Xxxxxxxx.
4. All monies, securities, commodities or other property carried by Xxxxxxxx at
any time in any account of the Customer (held either individually, jointly or
otherwise) other than a Regulated Commodity Account, or which may at any time be
in Xxxxxxxx' possession or under its control for any purpose shall be collateral
subject to a general lien and security interest for the discharging of all
obligations of the Customer to Xxxxxxxx, however and whenever arising.
5. Whenever the Customer is indebted to Xxxxxxxx or has a short position with
Xxxxxxxx, any securities, commodities or other property carried by Xxxxxxxx in
any account of the Customer may from time to time and without notice to the
Customer be pledged, repledged, hypothecated or rehypothecated by Xxxxxxxx
separately or together with the property of others, either for more or less than
the amount of the indebtedness of the Customer to Xxxxxxxx without Xxxxxxxx
retaining in its possession or under its control for delivery a like amount of
similar property.
6. The Customer agrees to pay customary brokerage and commission charges. Debit
balances of the accounts of the Customer shall be charged with interest at a
rate as set by Xxxxxxxx not to exceed the higher of the maximum rates allowed by
applicable Federal or State laws, which may vary from time to time as more
specifically permitted by the applicable laws. Subject to the foregoing, changes
in such rates may be made as Xxxxxxxx determines and the Customer specifically
consents to such changes without prior notice thereof.
7. All securities, other property and collateral deposited for the protection of
the Customer's collateral and/or margin account may be held and used by Xxxxxxxx
until the Customer shall demand and become entitled to delivery thereof.
Xxxxxxxx shall have a reasonable time after such demand to ship securities,
other property or collateral to the Customer, and shall only be required to
deliver securities, other property or collateral of the same kind and character
as originally deposited.
8. At any time and from time to time, in Xxxxxxxx' discretion, Xxxxxxxx may
without notice to the Customer transfer or apply any monies or property of the
Customer between or within any accounts of the Customer (other than Regulated
Commodity Accounts unless separately agreed upon by the Customer).
9. ARBITRATION DISCLOSURES
- ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRAIL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF THE RULING BY THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES
INDUSTRY.
- NO PERSON SHALL BRING A PUNITIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION
AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUNITIVE
CLASS ACTION: OR WHO IS A MEMBER OF A PUNITIVE CLASS WHO HAS NOT
OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE
PUNITIVE CLASS ACTION UNTIL: (1) THE CLASS CERTIFICATION IS DENIED;
OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED
FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN
AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS
UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
ARBITRATION: THE CUSTOMER AGREES, AND BY CARRYING AN ACCOUNT FOR THE CUSTOMER
XXXXXXXX AGREES THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES
CONCERNING ANY TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS
OR ANY OTHER AGREEMENT BETWEEN THE PARTIES PERTAINING TO SECURITIES AND OTHER
PROPERTY, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL
BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE
CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE
DESIGNATED IN PARAGRAPH 19, BEFORE THE NEW YORK STOCK EXCHANGE, INC. OR AN
ARBITRATION FACILITY PROVIDED BY ANY OTHER EXCHANGE OF WHICH XXXXXXXX IS A
MEMBER, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR THE MUNICIPAL
SECURITIES RULEMAKING BOARD AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE
SELECTED ORGANIZATION. THE CUSTOMER MAY ELECT IN THE FIRST INSTANCE WHETHER
ARBITRATION SHALL BE BY AN EXCHANGE OR SELF-REGULATORY ORGANIZATION OF WHICH
XXXXXXXX IS A MEMBER, BUT IF THE CUSTOMER FAILS TO MAKE SUCH ELECTION, BY
REGISTERED LETTER OR TELEGRAM ADDRESSED TO XXXXXXXX AT XXXXXXXX' MAIN OFFICE,
BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM
XXXXXXXX TO MAKE SUCH ELECTION, THEN XXXXXXXX MAY MAKE SUCH ELECTION THE AWARD
OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGEMENT
UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION.
10. Xxxxxxxx will not be responsible for delays in the transmission of orders
due to breakdown or failure of transmission or communication facilities, or to
any other cause or causes beyond Xxxxxxxx' reasonable control or anticipation.
All orders given by the Customer for the purchase or sale of securities or other
property, which may be listed on more than one exchange or market, may be
executed on any exchange or market selected by Xxxxxxxx.
11. Upon the occurrence or determination of any of the following events, which
are designated (a) through (f) herein, (a) IN THE EVENT THAT AT ANY TIME SHOULD
XXXXXXXX FOR ANY REASON WHATSOEVER AND AT XXXXXXXX' SOLE AND ABSOLUTE DISCRETION
DEEM IT ADVISABLE TO CLOSE OUT, TERMINATE, REVOKE OR CANCEL THIS ACCOUNT, or (b)
in the event that one or more of the Customer be judicially declared
incompetent, or (c) in the event of death of one or more of the Customer, (d) in
the event that petition in bankruptcy or for the appointment of a receiver is
filed by or against one or more of the Customer,or (e) in the event that an
attachment is levied against the Customer's account, or (f) in the event that
the collateral deposited to protect the Customer's account be determined by
Xxxxxxxx in Xxxxxxxx' absolute and uncontrolled discretion, and regardless of
market quotations, to be inadequate to properly secure this account, Xxxxxxxx,
in any of the foregoing events, is authorized to close out, terminate, revoke or
cancel this account in whole or in part and in connection therewith Xxxxxxxx may
sell any or all of the securities and commodities or any property which may be
in Xxxxxxxx' possession, or which Xxxxxxxx may be carrying for Customer, or
Xxxxxxxx may buy in any securities, commodities or other property of which the
account or accounts of the Customer may be short, or cancel any outstanding
orders in order to close out the account or accounts of the Customer in whole or
in part or in order to close out any commitment made in behalf of the Customer.
Such sale, purchase or cancellation may be made according to Xxxxxxxx' judgement
and may be made, at discretion, on the exchange or other market where such
business is then usually transacted or at public auction of a private sale,
without advertising the same and without prior tender, demand or call of any
kind upon the Customer or upon the personal representatives of the Customer and
Xxxxxxxx may purchase the whole or any part thereof free from any right of
redemption, and the Customer shall remain liable for any deficiency; it being
understood that a prior tender, demand or call of any kind from Xxxxxxxx, or
prior notice from Xxxxxxxx of the time and place of such sale or purchase shall
not be considered a waiver of Xxxxxxxx' right to sell or buy any securities
and/or commodities and/or other property held by Xxxxxxxx, or owed Xxxxxxxx by
the Customer, at any time as hereinbefore provided.
12. The Customer will at all times maintain margins for said accounts, as
required by Xxxxxxxx from time to time.
13. The Customer undertakes, at any time upon Xxxxxxxx' demand, to discharge
obligations of the Customer to Xxxxxxxx, or, in the event of a closing of any
account of the Customer in whole or in part, to pay Xxxxxxxx the deficiency, if
any.
14. In case of the sale of any security, commodity, or other property by
Xxxxxxxx at the direction of the Customer and Xxxxxxxx' inability to deliver the
same to the purchaser by reason of failure of the Customer to supply Xxxxxxxx
therewith, then and in such event, the Customer authorizes Xxxxxxxx in Xxxxxxxx'
discretion, to borrow or to buy in any security, commodity, or other property
necessary to make delivery thereof, and the Customer hereby agrees to be
responsible for any loss which Xxxxxxxx may sustain thereby and any premiums
which Xxxxxxxx may be required to pay thereon, and for any loss which Xxxxxxxx
may sustain by reason of Xxxxxxxx' inability to borrow or as a result of
Xxxxxxxx buy in of such security, commodity, or other property sold.
15. When placing with Xxxxxxxx any sell order for short account, the Customer
will designate it as such and hereby authorizes Xxxxxxxx to make such order as
being "short", and when placing with Xxxxxxxx any order for long account, will
designate it as such and hereby authorizes Xxxxxxxx to xxxx such orders as
"long". Any sell order which the Customer shall designate as long account as
above provided, is for securities then owned by the Customer and if such
securities are not then deliverable by Xxxxxxxx from any account of the
Customer, the placing of such order shall constitute a representation by the
Customer that he will deliver them forthwith.
16. In all transactions between Xxxxxxxx and the Customer, the Customer
understands that Xxxxxxxx is acting as the broker of Customer, except when
Xxxxxxxx discloses to the Customer by Xxxxxxxx' formal confirmation or otherwise
in writing that Xxxxxxxx is acting, with respect to a particular transaction as
dealer for Xxxxxxxx' own account or as broker for some other person.
17. Reports of execution of orders and statement of accounts of the Customer
shall be conclusive if not objected to in writing at once.
18. Communications may be sent to the Customer at the address indicated on the
Account Application or at such other address as the Customer may hereafter give
Xxxxxxxx in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given the Customer personally, whether
actually received or not.
19. The provisions of this agreement shall in all respects be construed
according to the rights and liabilities of the parties hereto shall in all
respects be governed by the laws of the State of Arkansas and applicable Federal
Laws.
20. The provisions of this agreement shall be continuous and shall cover
individually and collectively all accounts which the Customer may open or reopen
with Xxxxxxxx, and shall inure to the benefit of Xxxxxxxx, its successors and
assigns and shall be binding upon the Customer, and/or the estate, executors,
administrators and assigns of the Customer.
21. This agreement shall continue until signed notice of termination, revocation
or cancellation of the account is received by or from the Customer, and the
agreement shall continue effective as to any transactions entered into prior to
receipt of notice of such termination, revocation or cancellation, provided
however, that until the Customer has completely discharged any and all
obligation owing to Xxxxxxxx, Xxxxxxxx will maintain this account in compliance
with all rules and regulations including applicable margin requirements.
