EXHIBIT 10.10
VOTING TRUST AGREEMENT
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VOTING TRUST AGREEMENT made on the 17th day of April, 1997, by and among
Eastco Industrial Safety Corp., a New York corporation with offices at 000 Xxxx
00xx Xxxxxx, Xxxxxxxxxx Sation, New York 11746 (the "Company"), parties whose
names and signatures are set forth at the end of this Agreement (the
"Shareholders"), and Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx or
their survivors and their successors in trust (the "Trustees").
WHEREAS on the date hereof, Eastco Glove Technologies, Inc., a Minnesota
corporation (and a wholly-owned subsidiary of the Company) with offices at 000
Xxxx 00xx Xxxxxx, Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000, acquired all of the issued
and outstanding shares of Protective Knitting, Inc., a Minnesota corporation
with offices at 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxx 00000 ("PKI") pursuant to
a stock exchange agreement ("Stock Exchange Agreement") in exchange for 100,000
shares of the Company, and
WHEREAS as a condition to the closing (the "Closing") under the Stock
Exchange Agreement, and contingent upon the Closing thereto being consummated,
the parties are entering into this Agreement as a material inducement to Eastco
to proceed with and consummate the Closing; and
WHEREAS the Trustees have consented to act under this Agreement for the
purposes herein provided,
IT IS THEREFORE AGREED:
1. Transfer of Shares to Trustees. The Shareholders simultaneously with
the execution of this Agreement, shall indorse in blank and assign and deliver
their share certificates to the Trustees, who shall cause the shares represented
thereby to be transferred to them, as voting trustees, on the books of the
Company.
2. Voting Trust. The voting trust hereby created shall continue for five
years from the date hereof. Throughout such period, the Trustees, by majority
vote, shall have the exclusive right to vote upon such shares or to give written
consents in lieu of voting thereon, subject to any limitation on the right to
vote contained in the Certificate of Incorporation or other certificate filed
pursuant to law, in person or by proxy at all meetings of the Company's
shareholders, and in all proceedings wherein the vote or written consent of
shareholders may be required or authorized by law.
3. Trust Certificates. The Trustees shall issue and deliver to each of
the Shareholders, or to his nominee, certificates for the number of shares
transferred by them to the Trustees in form substantially as follows:
Trust Certificate
No.__________________ 100,000 Shares
Xxxx X. Xxxxxx, Xxxxxxxx Xxxxxx and
Xxxxxxx X. Xxxxxx, voting trustees of the
shares of Eastco Industrial Safety Corp.,
under an agreement dated April 17, 1997,
having received certain shares of the Company,
pursuant to such agreement, which agreement
the holder hereof by accepting this
certificate ratifies and adopts, hereby
certify that _____________________ will
be entitled to receive a certificate for
_____________________ fully paid common shares
of Eastco Industrial Safety Corp., of the par
value of $0.12 each, on the expiration of the
voting trust agreement, and in the meantime
shall be entitled to receive payments equal to
any dividends that may be collected by the
undersigned trustees upon a like number of
such shares held by it under the terms of the
trust agreement.
This certificate is transferable only on
the books of the undersigned Trustees by the
registered holder in person or by his duly
authorized attorney, and the holder hereof, by
accepting this certificate, manifests his
consent that the undersigned Trustees may
treat the registered holder hereof as the true
owner for all purposes, except the delivery of
share certificates, which delivery shall not
be made without the surrender hereof.
IN WITNESS WHEREOF, Xxxx X. Xxxxxx,
Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx have
executed this certificate this 17th day of
April, 1997.
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Xxxx X. Xxxxxx, Trustee
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Xxxxxxx X. Xxxxxx, Trustee
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Xxxxxxxx Xxxxxx, Trustee
4. Sale/Registration of Stock.
(a) In the event that a Shareholder desires, after one (1) year
from the date hereof, to sell its shares as authorized pursuant to Rule 144
promulgated under the Securities Act of 1933, said Shareholder shall provide
fifteen (15) days notice to the parties hereto. Upon receipt of said notice,
the Trustees shall release the shares to be sold from this Agreement and
permit their sale pursuant to Rule 144.
(b) In the event that the Company intends to file a registration
statement with respect to its common stock (except on Form S-8 or any other
inappropriate form or if the underwriter objects thereto or with respect to
any existing registration to be amended), then the Company on one occasion
will give the Shareholders at least 10 days notice and if the Shareholder
states that he will be selling his shares within thirty days of the effective
date of the registration statement, then the Company at its expense except
for discounts and commissions, will include such shares in such registration
statement, provided that the Shareholder duly cooperates as required in the
filing of such registration statement.
5. Dividends. The Trustees shall collect and receive any dividends
that may accrue upon the shares subject to this Trust, and subject to
deduction as provided in paragraph 10 hereof, shall divide the same among the
trust certificate holders in proportion to the number of shares respectively
represented by their trust certificates.
6. Liability. The Trustees shall use their best judgment in voting
upon the stock held by them, but shall not be liable for the consequence of
any vote cast, or consent given by them, in good faith, and in the absence of
gross negligence.
7. Transfer at Termination. At the expiration of the term of the
trust hereby created, the Trustees shall, upon surrender of the trust
certificates, deliver to the holders thereof shares of stock of the Company
equivalent in amount to the shares represented by the trust certificates
surrendered.
8. Dissolution of Company. In the event of the dissolution or total
or partial liquidation of the Company, whether voluntary or involuntary, the
Trustees shall receive the monies, securities, rights, or property to which
the holders of the Company's capital stock deposited hereunder are entitled,
and shall distribute the same among the registered holders of voting trust
certificates in proportion to their interests, as shown by the books of the
Trustees. Alternatively, the Trustees may in their discretion deposit such
monies, securities, rights, or property with any bank or trust company doing
business in the State of New York with authority and instructions to
distribute the same as above provided, and upon such deposit all further
obligations or liabilities of the Trustees in respect of such monies,
securities, rights or property so deposited shall cease.
9. Reorganization of Company. If the Company is merged into or
consolidated with another corporation, or all or substantially all of its
assets are transferred to another corporation, then in connection with such
transfer the term "Company" for all purposes of this Agreement shall be
deemed to include such successor corporation, and the Trustees shall receive
and hold under this Agreement any stock of such successor corporation
received on account of the ownership, as Trustees hereunder, of the stock
held hereunder prior to such merger, consolidation, and transfer. Voting
trust certificates issued and outstanding under this Agreement at the time of
such merger, consolidation or transfer may remain outstanding, or the
Trustees may, in their discretion, substitute for such voting trust
certificates new voting trust certificates in appropriate form and the terms
"stock" and "capital stock" as used herein shall be taken to include any
stock which may be received by the Trustees in lieu of all or any part of the
Company's capital stock. Any stock dividends, splits, shares issued upon any
recapitalization shall be added to this Voting Trust.
10. Rights of Trustees.
(a) Until the actual delivery to the holders of voting trust
certificates issued hereunder of stock certificates in exchange therefor, and
until the surrender of the voting trust certificates of cancellation, the
Trustees shall have the right, subject to the provisions of this paragraph
hereinafter set forth, to exercise, in person or by their nominees or
proxies, all stockholders' voting rights and powers in respect of all stock
deposited hereunder, and to take part in or consent to any corporate or
stockholders' action of any kind whatsoever. The right to vote shall include
the right to vote for the election of directors, and in favor of or against
any resolutions or proposed action of any character whatsoever, which may be
presented at any meeting or require the consent of the Company's
stockholders. Without limiting such general right, it is understood that
such action or proceeding may include, upon terms satisfactory to the
Trustees or to their nominees or proxies thereto appointed by them,
mortgaging, creating a security interest in, and pledging of all or any part
of the Company' property, the lease or sale of all or any part of its
property, for cash, securities, or other property, and the dissolution of the
Company, or its consolidation, merger, reorganization or capitalization.
(b) In voting the stock held by them hereunder, either in person or
by their nominees or proxies, the Trustees shall exercise their best judgment
to select suitable directors of the Company, and shall otherwise, insofar as
they may as a stockholder of the Company, take such part or action in respect
to the management of its affairs as they may deem necessary so as to be kept
advised on the affairs of the Company and its management.
(c) The death of a trustee shall terminate his trusteeship. Any
trustee may resign at any time and may be replaced by his successors.
11. Compensation and Reimbursement of Trustees. The Trustees
shall serve without compensation. The Trustees shall have the right to incur
and pay such reasonable expenses and charges, to employ and pay such agents,
attorneys, and counsel as they may deem necessary and proper to effectuate
this Agreement. All such expenses or charges incurred by and due to the
Trustees may be deducted from the dividends or other monies or property
received by them on the stock deposited hereunder. Nothing herein contained
shall disqualify the Trustees or successor Trustees, or incapacitate them
from serving the Company or any of its subsidiaries as officer or director,
or in any other capacity, and in any such capacity receiving compensation.
12. Entire Agreement. This Agreement supersedes all agreements
previously made between the parties relating to its subject matter. There
are no other understandings or agreements between them.
13. Non-Waiver. No delay or failure by a party to exercise any
right under this Agreement, and no partial or single exercise of that right,
shall constitute a waiver of that or any other right, unless otherwise
expressly provided herein.
14. Headings. Headings in this Agreement or for convenience only
and shall not be used to interpret or construe its provisions.
15. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
17. Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of each of the parties and their
respective legal representatives, successor and assigns.
IN WITNESS WHEREOF, the parties have signed this Agreement.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Trustee
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx, Trustee
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
Corporate Seal
Attest: EASTCO INDUSTRIAL SAFETY CORP.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxx, President
The following Shareholders:
Address Number of Shares
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/s/ Xxxxxx Xxxxxx 0000 Xxxxxx Xxxx 50,000
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Xxxxxx Xxxxxx Xxxx Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxx 00000 Xxxxxxxxxx Xxxxx 50,000
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Xxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
