Exhibit 10.I
AUTOINFO, INC. EMPLOYEE PROTECTION
TRUST AGREEMENT
(a) This Agreement made this ____ day of August 1995 by and between
AutoInfo, Inc. ("Company") and United Jersey Bank ("Trustee");
(b) WHEREAS, Company has entered into severance agreements or arrangements
(the "Agreement(s)") with certain of its employees (the "Employee(s)") as listed
in Appendix.
(c) WHEREAS, Company may incur liability under the terms of such
Agreement(s) with respect to the individuals participating in such Agreement(s).
(d) WHEREAS, Company wishes to establish a trust (hereinafter called
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of Company's creditors in the event of Company's
Insolvency, as herein defined, until paid to Employees in such manner and at
such times as specified in the Agreement(s);
(e) WHEREAS, it is the intention of Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Agreement(s);
NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
Section 1. Establishment Of Trust
(a) Company hereby deposits with Trustee in trust $10, which shall become
the principal of the Trust to be held, administered and disposed of by Trustee
as provided in this Trust Agreement.
(b) Unless otherwise agreed in writing by all Employees, upon a Threatened
Change in Control or a Change in Control (each as such term is herein defined),
Company shall, as soon as possible, but in no event later than two business days
following the Threatened Change in Control or Change in Control, make a
contribution to the Trust in such amount as may be reflected in the Payment
Schedule attached hereto for the purposes of paying to the Employees the
benefits to which they are entitled pursuant to the Agreements (by way of
example, $1,991,534 if the date hereof also constituted the date of a Change in
Control); provided, however, that if such Threatened Change in Control or Change
in Control occurs on or after October 10, 1995, that portion of the contribution
to be allocated to Mr. Wunderlich shall be reduced by $76,087, and provided
further, that if such Threatened Change in Control or Change in Control occurs
on or after April 10, 1996, that portion of the contribution to be allocated to
Mr. Zecher shall be reduced by an amount then to be determined as the amount by
which payments pursuant to Section 9(b)(ii) of his Agreement have been reduced
as of such date (based on certification from Company's accountants as to the
reduced obligation of Company under Mr. Zecher's Agreement).
(c) The Trust hereby established shall be irrevocable; provided, however
that, (i) in the event the Trust has been funded prior to October 9, 1995
pursuant to Section 1(b) hereof, at any time after October 9, 1995, Company may
withdraw from the principal of the Trust allocable to Mr. Wunderlich an amount
up to $76,087, provided that Mr. Wunderlich's Termination Date (as defined in
his Agreement) has not occurred on or prior to October 9, 1995, and (ii) in the
event the Trust has been funded prior to April 9, 1996 pursuant to Section 1(b)
hereof, at any time after April 9, 1996, Company may withdraw from the principal
of the Trust allocable to Mr. Zecher an amount then to be determined as the
amount by which payments pursuant to Section 9(b)(ii) of his Agreement have been
reduced as of April 10, 1996 (based on certification from Company's accountants
as to the reduced obligation of Company under Mr. Zecher's Agreement), provided
that Mr. Zecher's Termination Date (as defined in his Agreement) has not
occurred on or prior to April 9, 1996. Company shall indemnify and hold harmless
Trustee for any liability resulting from the withdrawal of funds by Company
pursuant to this Section 1(c).
(d) The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(e) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Employees and general creditors as herein set forth.
Employees shall have no preferred claim on, or any beneficial ownership interest
in, any assets of the Trust. Any rights created under the Agreement(s) and this
Trust Agreement shall be mere unsecured contractual rights of Employees against
Company. Any assets held by the Trust will be subject to the claims of Company's
general creditors under federal and state law in the event of Insolvency, as
defined in Section 3(a) herein.
(f) Company, in its sole discretion, may at any time, or from time to time,
make additional deposits of cash in trust with Trustee to augment the principal
to be held, administered and disposed of by Trustee as provided in this Trust
Agreement. Neither Trustee nor any Employee shall have any right or duty to
compel such additional deposits.
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Section 2. Payments to Employees.
(a) Company has delivered to Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of each Employee under the terms
of each Employee's Agreement, and such amounts shall be paid in cash to the
Employee by Trustee upon receipt of notice from the Employee as set forth in
Section 2(b) hereof. Except as otherwise provided herein, Trustee shall make
payments to the Employees in accordance with such Payment Schedule. Trustee
shall make provision for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Agreement(s) and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by Company.
(b) Upon receipt by Trustee of notice ("Employee Notice") delivered to
Trustee by an Employee stating that the conditions to the payment to such
Employee of amounts under his Agreement have been satisfied, specifying the
section of his Agreement pursuant to which payments are to be made and the
amounts to which the Employee is entitled, Trustee shall pay to such Employee
the benefits specified in the Employee Notice.
(c) Company may make payment of benefits directly to Employees as they
become due under the terms of the Agreement(s) and shall inform Trustee of such
payments upon the making of such payments. In addition, if the principal of the
Trust, and any earnings thereon, are not sufficient to make payments of benefits
in accordance with the terms of the Agreement(s), Company shall make the balance
of each such payment as it falls due. Trustee shall notify Company where
principal and earnings are not sufficient.
(d) Payments made by Trustee to an Employee pursuant to this Trust
Agreement shall be in satisfaction of Company's obligations as set forth in an
Employee Notice pursuant to which payments are being made.
Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary
When Company is Insolvent.
(a) Trustee shall cease payment of benefits to Employees if Company is
Insolvent. Company shall be considered "Insolvent" for purposes of this Trust
Agreement if (i) Company is unable to pay its debts as they become due, or (ii)
Company is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth
below.
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(1) The Board of Directors of Company shall have the duty to inform
Trustee in writing of Company's Insolvency. If a person claiming to be a
creditor of Company alleges in writing to Trustee that Company has become
Insolvent, Trustee shall determine whether Company is Insolvent and, pending
such determination, Trustee shall discontinue payment of benefits to Employees.
(2) Unless Trustee has actual knowledge of Company's Insolvency, or
has received notice from Company or a person claiming to be a creditor alleging
that Company is Insolvent, Trustee shall have no duty to inquire whether Company
is Insolvent. Trustee may in all events rely on such evidence concerning
Company's solvency as may be furnished to Trustee and that provides Trustee with
a reasonable basis for making a determination concerning Company's solvency.
(3) If at any time Trustee has determined that Company is Insolvent,
Trustee shall discontinue payments to Employees and shall hold the assets of the
Trust for the benefit of Company's general creditors. Nothing in this Trust
Agreement shall in any way diminish any rights of Employees as general creditors
of the Company with respect to benefits due under the Agreement(s) or otherwise.
(4) Trustee shall resume the payment of benefits to Employees in
accordance with Section 2 of this Trust Agreement only after Trustee has
determined the Company is not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to
Employees under the terms of the Agreement(s) for the period of such
discontinuance, less the aggregate amount of any payments made to Employees by
Company in lieu of the payments provided for hereunder during any such period of
discontinuance.
Section 4. Payments to Company.
Except as provided in Sections 1(c), 3 and 6 hereof, Company shall have no
right or power to direct Trustee to return to Company or to divert to others any
of the Trust assets before all payment of benefits have been made to Employees
pursuant to the terms of the Agreement(s).
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Section 5. Investment Authority.
(a) The Trust's assets shall be held, invested and reinvested by Trustee in
its discretion, subject to any investment guidelines provided to Trustee by the
Company's Chief Financial Officer or any person designated in writing by the
Chief Financial Officer (the "Investment Guidelines").
(b) During a Threatened Change in Control Period and following a Change in
Control, the Investment Guidelines may not be amended or modified without the
written consent of all Employees.
(c) In the exercise of its authority and discretion hereunder, and subject
to the Investment Guidelines, Trustee shall have from time to time and at any
time, the power:
(1) to invest and reinvest this Trust, without distinction between
principal and income, in shares of stock (whether common or preferred) or other
evidences of ownership, bonds, debentures, notes or other evidences of
indebtedness, unsecured or secured by mortgages on real or personal property
wherever situated (including any part interest in a bond and mortgage or note
and mortgage whether insured or uninsured), mutual funds and other property, or
part interest in property, real or personal, foreign or domestic, and in order
to reduce the rate of interest rate fluctuations, contracts, as either buyer or
seller, for the future delivery of United States Treasury securities and
comparable federal-government-backed securities;
(2) to sell, convey, redeem, exchange, grant options for the purchase
or exchange of, or otherwise dispose of, any real or personal property, at
public or private sale, for cash or upon credit, with or without security,
without obligation on the part of any person dealing with Trustee to see to the
application of the proceeds of or to inquire into the validity, expediency or
propriety of any such disposition;
(3) to exercise, personally or by general or limited proxy, the right
to vote any shares of stock, bonds or other securities held in this Trust, to
delegate discretionary voting power to trustees of a voting trust for any period
of time, and to exercise, personally or by power of attorney, any other right
appurtenant to any securities or other property of this Trust;
(4) to join in or oppose any reorganization, recapitalization,
consolidation, merger or liquidation, or any plan therefor, or any lease,
mortgage or sale of the property of any organization the securities of which are
held in this Trust; to pay from this Trust any assessments, charges or
compensation specified in any plan of reorganization, recapitalization,
consolidation, merger or liquidation; to deposit any property with any committee
or depository; and to retain any property allotted to this Trust in any
reorganization, recapitalization, consolidation, merger or liquidation;
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(5) to exercise or sell any conversion or subscription or other rights
appurtenant to any stock, security or other property held in this Trust;
(6) to borrow from any lender (including Trustee in its individual
capacity) money, in any amount and upon any reasonable terms and conditions, for
purposes of this Agreement, and to pledge or mortgage any property held in this
Trust to secure the repayment of any such loan;
(7) to compromise, settle or arbitrate any claim, debt, or obligation
of or against this Trust; to enforce or abstain from enforcing any right, claim,
debt or obligation, and to abandon any property determined by it to be
worthless;
(8) to make loans of securities held in this Trust to registered
brokers and dealers upon such terms and conditions as are permitted by
applicable law and regulations, and in each instance to permit the securities so
lent to be registered in the name of the borrower or a nominee of the borrower,
provided that in each instance the loan is adequately secured and neither the
borrower nor any affiliate of the borrower has discretionary authority or
control with respect to the assets of this Trust involved in the transaction or
renders investment advice with respect to those assets; and
(9) to invest and reinvest any property in this Trust in any other
form or type of investment not specifically mentioned in this Section.
(d) In no event may Trustee invest in securities (including stock or rights
to acquire stock) or obligations issued by Company, other than a de minimis
amount held in common investment vehicles in which Trustee invests. Except as
provided in Section 5(b) hereof with respect to the amendment of the Investment
Guidelines following a Change in Control, all rights associated with assets of
the Trust shall be exercised by Trustee or the person designated by Trustee, and
shall in no event be exercisable by or rest with any Employee.
Section 6. Disposition of Income.
During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be returned to Company.
Section 7. Accounting by Trustee.
Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within sixty (60) days following the close of each calendar
year and within sixty (60) days after the removal or resignation of Trustee,
Trustee shall deliver to Company a written account of its administration of the
Trust during such year or during the period from the close of the last preceding
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year to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.
Section 8. Responsibility of Trustee.
(a) Trustee shall act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims; provided, however, that Trustee shall incur
no liability to any person for any action pursuant to a direction, request or
approval given by Company or an Employee which is contemplated by, and in
conformity with, the terms of the Agreement(s) or this Trust and is given in
writing by Company or an Employee. In the event of a dispute with respect to
this Trust Agreement between Company and any Employee or between Employees,
Trustee may apply to a court of competent jurisdiction to resolve the dispute.
(b) For purposes of this Trust Agreement, if Trustee receives notification
in writing from Company or an Employee that a Change in Control or a Threatened
Change in Control has occurred, Trustee may rely on such notification; provided,
however, that the absence of such notification from Company or an Employee shall
not be construed for purposes of this Trust Agreement as meaning that a Change
in Control or a Threatened Change in Control has not occurred if in fact a
Change in Control or a Threatened Change in Control has occurred; and provided
further, that Trustee shall not be liable for any action taken or failure to
act, in either case which is consistent with such notification or lack of
notification.
(c) If Trustee undertakes or defends any litigation arising in connection
with this Trust, Company agrees to indemnify Trustee against Trustee's costs,
expenses and liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such payments. If
Company does not pay such costs, expenses and liabilities in a reasonably timely
manner, Trustee may obtain payment from the Trust.
(d) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.
(e) Trustee may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist it in performing any of
its duties or obligations hereunder.
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(f) Trustee shall have, without exclusion, all powers conferred on Trustees
by applicable law, unless expressly provided otherwise herein, provided,
however, that if an insurance policy is held as an asset of the Trust, Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to a loan any person the proceeds of
any borrowing against such policy.
(g) Notwithstanding any powers granted to Trustee pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
Section 9. Fees and Expenses of Trustee.
Trustee shall receive from Company as compensation for its services as
Trustee such amounts as may, from time to time, be agreed upon in writing
between Company and Trustee. If Company does not pay such fees and expenses in a
reasonably timely manner, Trustee may obtain payment from the Trust.
Section 10. Resignation and Removal of Trustee.
(a) Trustee may resign at any time by written notice to Company, which
shall be effective sixty (60) days after receipt of such notice unless Company
and Trustee agree otherwise.
(b) Trustee may be removed by Company on sixty (60) days' notice or upon
shorter notice accepted by Trustee; provided, however, that Trustee may not be
removed by Company during a Threatened Change in Control Period or during the
three-year period following a Change in Control without the written consent of
all Employees.
(c) Upon resignation or removal of Trustee and appointment of a successor
Trustee, all assets shall subsequently be transferred to the successor Trustee.
The transfer shall be completed within sixty (60) days after receipt of notice
of resignation, removal or transfer, unless Company extends the time limit.
(d) If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date or resignation or
removal under paragraph(s) (a) or (b) of this Section 10. If no such appointment
has been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.
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Section 11. Appointment of Successor.
(a) If Trustee resigns or is removed in accordance with Section 10(a) or
(b) hereof, Company may appoint any third party, such as a bank trust department
or other party that may be granted corporate trustee powers under state law, as
a successor to replace Trustee upon resignation or removal. The appointment
shall be effective when accepted in writing by the new Trustee, who shall have
all the rights and powers of the former Trustee, including ownership rights in
the Trust assets. The former Trustee shall execute any instrument necessary or
reasonably requested by Company or the successor Trustee to evidence the
transfer.
(b) Notwithstanding the foregoing, if Trustee resigns or is removed in
accordance with Section 10(a) or (b) hereof during a Threatened Change in
Control Period or following a Change in Control, the appointment of a successor
Trustee shall be subject to the written consent of all Employees.
(c) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and
Company shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from
another past event, or any condition existing at the time it becomes successor
Trustee.
Section 12. Amendment or Termination.
(a) This Trust Agreement may be amended by a written instrument executed by
Trustee and Company. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Agreement(s) or shall make the Trust revocable.
(b) The Trust shall not terminate until the date on which Employees are no
longer entitled to benefits pursuant to the terms of the Agreement(s). Upon
termination of the Trust any assets remaining in the Trust shall be returned to
Company.
(c) Upon written approval of Employees entitled to payment of benefits
pursuant to the terms of the Agreement(s), Company may terminate this Trust
prior to the time all benefit payments under the Agreement(s) have been made.
All assets in the Trust at termination shall be returned to Company.
(d) Notwithstanding Sections 12(a)-(c) hereof, no provision of this Trust
Agreement may be amended during a Threatened Change in Control Period or
following a Change in Control without the written consent of all Employees, and
no amendment of this Trust Agreement shall be effective without the written
consent of all Employees if any Employee reasonably demonstrates that such
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amendment was at the request of a third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control.
Section 13. Miscellaneous.
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Employees under this Trust Agreement may not be
anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in accordance
with the laws of New Jersey.
Section 14. Definitions.
(a) A "Change in Control" means the occurrence during the term of this
Trust Agreement of:
(1) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of thirty percent (30%) or more of the
combined voting power of the Company's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i)
an employee benefit plan (or a trust forming a part thereof) maintained by (A)
the Company or (B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Company (for purposes of this definition, a
"Subsidiary") (ii) the Company or its Subsidiaries, or (iii) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);
(2) The individuals who, as of April 10, 1995 are members of the Board
(the "Incumbent Board"), cease for any reason to constitute at least two-thirds
of the members of the Board; provided, however, that if the election, or
nomination for election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board,
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such new director shall, for purposes of this Agreement, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board (a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest; or
(3) Approval by stockholders of the Company of:
(i) A merger, consolidation or reorganization involving the
Company, unless such merger, consolidation or reorganization is a
"Non-Control Transaction." A "Non-Control Transaction" shall mean a
merger, consolidation or reorganization of the Company where:
(A) the stockholders of the Company, immediately before such
merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at
least fifty percent (50%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such
merger or consolidation or reorganization (the "Surviving
Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation
or reorganization, and
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such
merger, consolidation or reorganization constitute at least two-thirds
of the members of the board of directors of the Surviving Corporation,
or a corporation beneficially directly or indirectly owning a majority
of the Voting Securities of the Surviving Corporation, and
(C) no Person other than (i) the Company, (ii) any
Subsidiary, (iii) any employee benefit plan (or any trust forming a
part thereof) maintained by the Company, the Surviving Corporation, or
any Subsidiary, or (iv) any Person who, immediately prior to such
merger, consolidation or reorganization had Beneficial Ownership of
thirty percent (30%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of thirty percent (30%) or more
of the combined voting power of the Surviving Corporation's then
outstanding voting securities.
(ii) A complete liquidation or dissolution of the Company; or
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(iii) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other
than a transfer to a Subsidiary).
(4) Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the then outstanding
Voting Securities as a result of the acquisition of Voting Securities by the
Company which, by reducing the number of Voting Securities then outstanding,
increases the proportional number of shares Beneficially Owned by the Subject
Persons, provided that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities Beneficially Owned by
the Subject Person, then a Change in Control shall occur.
(b) A "Threatened Change in Control" means the occurrence of any of the
following events (but no event other than the following events), except as
otherwise provided below:
(1) Any Person initiates a tender offer or exchange offer to acquire
securities of Company representing thirty percent (30%) or more of the combined
voting power of Company's then-outstanding securities, or
(2) Any Person solicits proxies for the election of directors within
any single twelve (12)-month period representing at least one third (rounded
down to the nearest whole number) of the number of directors then on the Board,
whose election or nomination is not approved by a majority of the Incumbent
Board then serving as members of the Board, or
(3) Any Person proposes the merger, consolidation, transfer, sale,
liquidation, or dissolution of Company.
Notwithstanding the foregoing, a Threatened Change in Control shall not be
deemed to occur pursuant to this Section 14(b) solely because of an acquisition,
proposal, or tender offer made or effected in connection with a Non-Control
Acquisition.
(c) A "Threatened Change in Control Period" means the period commencing on
the date that a Threatened Change in Control has occurred and ending upon the
earliest of:
(1) the date when the tender offer or exchange offer described in
Section 14(b)(1) is terminated without any securities described therein of
Company being purchased thereunder, or
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(2) the date when any Person described in Section 14(b)(2) fails to
effect the election within any single twelve (12)-month period of one third or
more of the number of directors then on the Board, whose election or nomination
is not approved by a majority of the Incumbent Board then serving as members of
the Board, or
(3) the date when the Person making the proposal described in Section
14(b)(3) publicly announces or informs Company in writing that such proposal has
been terminated or abandoned, or
(4) the date a Change in Control occurs.
Section 15. Effective Date.
This Trust Agreement shall be effective as of the day and year first above
written.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be executed as of the day and year first above written.
AUTOINFO, INC. UNITED JERSEY BANK
By:__________________________ By:__________________________
Title:_______________________ Title:_______________________
95972
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PAYMENT SCHEDULE
Scott Zecher
("Employee")
The following amounts have been or will be contributed to the AutoInfo,
Inc. Employee Protection Trust for the benefit of Employee and have initially
been or will be allocated for the payment of benefits as follows:
Item 1. $1,287,184 for payment in respect of benefits as provided in
Sections 9 and 11 of the Employee's Agreement in accordance with the
instructions set forth in an Employee Notice in accordance with
Section 2(b) of the Trust Agreement, provided that
(a) if such contribution is made on or after April 10, 1996, the
amount of contribution shall be reduced by, or
(b) if such contribution has been made (and if Mr. Zecher's
Termination Date (as defined in his Agreement) has not occurred on or
prior to April 9, 1996, Company may withdraw
an amount then to be determined as the amount by which payments
pursuant to Section 9(b)(ii) of his Agreement have been reduced as of
such date (based on certification from Company's accountants as to the
reduced obligation of Company under Mr. Zecher's Agreement); and
Item 2. $200,000 for payment in respect of benefits as provided in Section
14 of the Employee's Agreement in accordance with the instructions set
forth in an Employee Notice in accordance with Section 2(b) of the
Trust Agreement.
PAYMENT SCHEDULE
William Wunderlich
("Employee")
The following amounts have been or will be contributed to the AutoInfo,
Inc. Employee Protection Trust for the benefit of Employee and have initially
been or will be allocated for the payment of benefits as follows:
Item 1. $304,350 for payment in respect of benefits as provided in Section
9 of the Employee's Agreement in accordance with the instructions set
forth in an Employee Notice in accordance with Section 2(b) of the
Trust Agreement, provided that
(a) if such contribution is made on or after October 10, 1995, the
amount of contribution shall be reduced by $76,087, or
(b) if such contribution has been made (and if Mr. Wunderlich's
Termination Date (as defined in his Agreement) has not occurred) on or
prior to October 9, 1995, then at any time after October 9, 1995,
Company may withdraw $76,087; and
Item 2. $200,000 for payment in respect of benefits as provided in Section
13 of the Employee's Agreement in accordance with the instructions set
forth in an Employee Notice in accordance with Section 2(b) of the
Trust Agreement.
Appendix
Employment Agreement, dated as of April 10, 1995, by and between AutoInfo, Inc.
and William Wunderlich
Employment Agreement, dated as of April 10, 1995, by and between AutoInfo, Inc.
and Scott Zecher