EXHIBIT 9
VOTING TRUST AGREEMENT
THIS AGREEMENT, made and entered into as of the 4th day of December,
1989, by and between the persons listed on the signature page(s) hereof as
Participating Shareholders (hereinafter referred to as the "Participating
Shareholders"), who own or hold in trust shares of the voting common stock of
National Presto Industries, Inc. in the amounts set forth opposite their
respective names on the signature page(s) hereof,
and
Maryjo Cohen, as Voting Trustee,
W I T N E SS E T H :
WHEREAS, National Presto Industries, Inc. (the "Company") is a
corporation duly organized and existing under the laws of the State of
Wisconsin, and the Participating Shareholders own an aggregate of approximately
twenty-three percent (23%) of the presently issued and outstanding voting common
stock of the Company; and
WHEREAS, the Participating Shareholders feel it to be in their best
interests or in the best interests of those they represent to have the voting
rights associated with their stock in the Company exercised as a unit in all
matters concerning the management of the Company's business, its affairs and
major corporate transactions so as to best protect their interests or the
interest of those they represent in the operation of the Company;
NOW, THEREFORE, in the interests of stabilizing and enhancing the
voting power of the shares possessed or held by the Participating Shareholders
on behalf of themselves or those who they represent, and in consideration of the
mutual covenants hereinafter contained and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, it
is agreed, by and between the parties hereto, as follows:
1. Promptly following the execution of this Agreement, each
Participating Shareholder shall transfer and deliver unto the Voting Trustee
stock certificates representing shares of the Company owned by him/her/it in the
number of shares set opposite his/her/its name subscribed below. Promptly
thereafter, the Voting Trustee shall issue and deliver to each Participating
Shareholder a voting trust certificate in the form attached hereto as Exhibit A
(the "Voting Trust Certificate"). All shares of the Company shall be retained by
the Voting Trustee.
2. By accepting issuance of a Voting Trust Certificate, each
Participating Shareholder covenants that he/she/it will transfer and deliver to
the Voting Trustee such additional shares of the voting stock of the Company as
he/she/it may at any time hereafter in any manner acquire or receive and will
accept, in lieu thereof, Voting Trust Certificates to be issued by the Voting
Trustee, according to the terms of this Agreement.
3. During the time that this Agreement is in force, the Voting Trustee
shall possess legal title to the stock deposited with the Trustee and shall
exercise all rights of every nature with respect to all such shares, including
the right to vote in person or by proxy; provided, however, that the Voting
Trustee shall instruct the Company to pay all cash dividends on the stock held
by the Voting Trustee directly to the record holders of the Voting Trust
Certificates or to their designated assigns, in accordance with a written
assignment, a copy of which has been supplied to the Voting Trustee, in
proportion to their respective interests. If the Voting Trustee receives any
voting stock of the Company as a dividend upon the shares of stock held by the
Voting Trustee hereunder, the Voting Trustee shall hold such stock dividends
subject to this Agreement and shall issue Voting Trust Certificates representing
such shares to the record holders of the Voting Trust Certificates, in
proportion to their respective interests. If any dividend on the Company's stock
is paid other than in money or in voting stock of the Company, the Voting
Trustee shall distribute such dividend, in kind, among the record holders of the
Voting Trust Certificates, in proportion to their respective interests, subject
to subsection 5(d) below.
4. This Agreement shall continue in full force and effect until the
expiration of twenty (20) years from the date hereof; provided, however, that
this Agreement may be terminated any time prior thereto by the Voting Trustee,
if he/she finds, in his/her sole and absolute discretion, that it is in the best
interests of all Participating Shareholders to do so. In addition, this
Agreement may be terminated at any time by the unanimous written consent of all
the record holders of Voting Trust Certificates. Upon the expiration or
termination of this Agreement and upon the surrender of the Voting Trust
Certificates then outstanding, the Voting Trustee shall deliver the shares of
the voting common stock of the Company then held by the Voting Trustee to the
record holders of the Voting Trust Certificates, in proportion to their
respective interests in such stock.
5. The Voting Trustee hereby accepts this trust appointment and assumes
the duties herein created upon the following terms and conditions:
(a) The Voting Trustee shall be protected in any action taken
by him/her in reliance upon any notice, resolution, vote, request,
consent, certificate, affidavit, written statement, stock certificate,
bond, note, coupon, waiver, or other paper or document believed by
him/her to be genuine and to have been signed by the proper parties.
(b) The Voting Trustee shall not be liable for the exercise of
any discretion or power hereunder or for mistakes or errors of judgment
or otherwise, in connection with this trust, unless the Voting Trustee
has acted in a fraudulent or willfully improper manner.
(c) The Participating Shareholders shall indemnify and hold
harmless the Voting Trustee if the Voting Trustee is made or threatened
to be made a party to a proceeding by reason of his/her former or
present status as Voting Trustee against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by the Voting Trustee in connection with the
proceeding.
(d) The Voting Trustee shall not be entitled to receive
compensation for the time and effort he/she devotes to his/her duties
as Voting Trustee.
(e) The Voting Trustee is authorized and empowered to construe
this Agreement, and his/her construction of the same, made in good
faith, shall be final, conclusive and binding upon all holders of the
Voting Trust Certificates and all other parties interested.
6. The Voting Trustee may be removed at any time by the unanimous
written consent of all record holders of Voting Trust Certificates, said removal
to be effective immediately upon the execution of the document showing unanimous
written consent. In addition, the Voting Trustee shall have the right to resign
at any time by delivering a written resignation to each holder of Voting Trust
Certificates. The Voting Trustee's resignation shall be effective when his/her
successor's appointment becomes effective.
7. A Voting Common-Trustee or Successor Voting Trustee may be appointed
in the following manner:
(a) The Voting Trustee (including any Successor Voting
Trustee) shall have the power to appoint any person or persons to act
as a Voting Co-Trustee with himself/herself and/ or as a Successor
Voting Trustee to himself/herself, and to set the rules governing the
succession of such Voting Trustees. To appoint a Common-Trustee or a
Successor Trustee, the Voting Trustee shall deliver a writing, which
refers specifically to this Voting Trust Agreement and which is signed
and dated, to the desired appointee, and the appointee shall accept his
appointment in writing, also signed and dated. Such an appointment may
be made at any time, whether prior or subsequent to the Voting
Trustee's resignation, and the Voting Trustee may designate a Successor
Voting Trustee in his/her Will, if the other requirements of this
Paragraph 7 are satisfied. An appointment may be revoked by the Voting
Trustee in a writing, signed and dated, at any time prior to the
effective date of the appointment. Prior to such effective date, a
subsequent appointment automatically revokes a prior appointment to the
extent the two appointments are inconsistent, but the death of the
Voting Trustee does not revoke an appointment of a Successor Voting
Trustee made by the Voting Trustee during his/her lifetime.
(b) The appointment of a Common-Trustee shall become effective
upon delivery to each then-existing holder of Voting Trust Certificates
of copies of the writings that constitute the appointment and its
acceptance. The appointment of a Successor Trustee shall become
effective upon the later of: (i) delivery to each then-existing holder
of Voting Trust Certificates of copies of the writings that constitute
the appointment and its acceptance, (ii) the delivery of the written
resignation of the prior Voting Trustee, in accordance with Paragraph 6
above; or (iii) the delivery to each then-existing holder of Voting
Trust Certificates of a copy of the Voting Trustee's death certificate.
(c) If a Voting Trustee becomes unable or unwilling to serve
and has not named a Voting Common-Trustee or a Successor Voting Trustee
within thirty (30) days thereafter, (i) the remaining Voting
Common-Trustee, if any may serve alone, or (ii) if said Trustee is the
sole Voting Trustee, the holders of the Voting Trust Certificates may
appoint a successor by written consent of two-thirds or more of the
voting power of the Voting Trust Certificates.
Any Voting Common-Trustee or Successor Voting Trustee shall
have all powers granted to a Voting Trustee by this Agreement and shall
be embraced within the term "Voting Trustee" whenever used herein.
8. Upon the transfer of a Voting Trust Certificate and upon the
surrender of said Voting Trust Certificate, properly endorsed by the registered
holder thereof according to the rules established for that purpose by the Voting
Trustee, the Voting Trustee shall transfer said Voting Trust Certificate on
his/her books and records. Subject to assignment of dividends as provided in
Section 3 above, the Voting Trustee may treat the holders of record of the
Voting Trust Certificates as the owners of the Voting Trust Certificates for all
purposes and shall not be affected by any notice to the contrary.
Every transferee of a Voting Trust Certificate issued hereunder shall,
by the acceptance of such Voting Trust Certificate, become a party hereto, as
though an original party hereto, and shall be embraced within the term
"Participating Shareholders" or similar terminology whenever used herein.
The transfer books for Voting Trust Certificates may be closed by the
Voting Trustee at any time prior to any payments or distributions, or the Voting
Trustee, in his/her discretion, in lieu of closing the transfer books, may fix a
date as the day as of which the holders of Voting Trust Certificates shall be
determined.
9. Upon any dissolution or total or partial liquidation of the Company,
whether voluntary or involuntary, the Voting Trustee shall receive the assets to
which the holders of the Voting Trust Certificates are entitled and shall
distribute such assets among the record holders of the Voting Trust Certificates
in proportion to their interests, as shown by the books of the Voting Trustee at
the close of business on the day on which such assets are received.
10. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their respective heirs, devisees, personal
representatives, successors and assigns.
11. It is the intention of the parties that the laws of the State of
Wisconsin, without regard to choice of law rules, shall govern the validity of
this Agreement, the construction of its terms and the interpretation of the
rights and duties of the parties.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the day and year first above written.
Number of Shares of
Voting Common Stock
Transferred by Shareholder Shareholders
- -------------------------- ------------
555,695 EDITH PHILLIPS 1984 TRUST
By /s/ Edith Phillips, its Trustee
486,520 EILEEN COHEN 1985 TRUST
By /s/ Eileen Cohen, its Trustee
38,610 MELVIN S. COHEN 1984 TRUST
By /s/ Melvin S. Cohen, its Trustee
48,712 ALYSSA ALPINE TRUST
By /s/ its Trustee
45,200 ALYSSA ALPINE TRUST NO. 2
By /s/ its Trustee
6,254 AMY R. COHEN TRUST
By /s/ its Trustee
17,120 1983 COHEN FAMILY TRUST
By /s/ its Trustee
19,605 AMY R. COHEN TRUST NO. 40
By /s/ its Trustee
125,684 AMY R. COHEN
23,864 MARYJO COHEN TRUST NO. 41
By /s/ its Trustee
48,728 AMY R. ALPINE TRUST UNDER THE
WILL OF L.E. PHILLIPS
By /s/ its Trustee
89,850 MARYJO COHEN TRUST UNDER THE
WILL OF L.E. PHILLIPS
By /s/ its Trustee
163,822 MARYJO COHEN
/s/
- ---------
1,669,664
=========