Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year Ended December 31, 1993 32 131K
2: EX-4.16B EX-4.16B Amendment Dated as of September 10, 1993 14 44K
3: EX-4.16C EX-4.16C Master Assignment & Acceptance Agreement 15 41K
4: EX-10.33A EX-10.33A Termination Agreements 6 14K
5: EX-10.53B EX-10.53B Amendment to 1992 Equity Incentive Plan 1 7K
6: EX-10.55 EX-10.55 AT&T Corporate Center Office Sublease 222 670K
7: EX-10.56 Material Contract 4 16K
8: EX-10.57 Material Contract 4 16K
9: EX-10.58 Material Contract 17 50K
10: EX-10.59 Material Contract 12 42K
11: EX-13 EX-13 1993 Annual Report - Portions Deemed Filed 32 118K
12: EX-21 EX-21 Subsidiaries 1 5K
EX-10.58 — Material Contract
EX-10.58 | 1st Page of 17 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CHICAGO AND NORTH WESTERN HOLDINGS CORP.
DIRECTORS' PENSION AND RETIREMENT SAVINGS TRUST
TABLE OF CONTENTS
Page
ARTICLE I - ESTABLISHMENT AND PURPOSE 1
1.1 Establishment 1
1.2 Purposes 1
ARTICLE II - DEFINITIONS 1
2.1 Bank 1
2.2 Board of Directors 1
2.3 Committee 1
2.4 Company 2
2.5 Company Stock 2
2.6 Participating Director 2
2.7 Plan 2
2.8 Trust 2
2.9 Trust Agreement 2
2.10 Trust Fund 2
2.11 Trustee 2
ARTICLE III - CONTRIBUTIONS TO AND DISTRIBUTIONS
FROM THE TRUST 2
3.1 Contributions 2
3.2 Distributions 3
ARTICLE IV - TRUSTEE'S POWERS AND INVESTMENTS 3
4.1 Title to Assets 3
4.2 Investment of Trust Fund and
Responsibilities of Trustee 3
4.3 Shareholder Rights in Company Stock 6
ARTICLE V - VALUATION AND RECORDS OF TRUST FUND 8
5.1 Determination of Value 8
5.2 Records of Trust Fund 8
ARTICLE VI - EMPLOYMENT OF AGENTS OR SPECIAL TRUSTEE
BY AND COMPENSATION OF TRUSTEE 9
6.1 Employment of Agents 9
6.2 Appointment of Special Trustee 9
6.2 Compensation of Trustee 9
(i)
PAGE
ARTICLE VII - COMPANY DUTIES 9
7.1 Taxation of the Trust 9
7.2 Notice of Insolvency 10
7.3 Indemnification of the Trustee by the Company 10
7.4 Provide Information to Trustee 10
ARTICLE VIII - REMOVAL OF AND RESIGNATION
BY TRUSTEE 10
8.1 Removal and Resignation 10
ARTICLE IX - AMENDMENT, TERMINATION AND
SUBSTITUTION OF PROPERTY 11
9.1 Amendment, Revocation or Termination
of Trust Agreement 11
9.2 Termination of Plan 11
9.3 Substitution of Property 11
9.4 Transfer of Assets 11
ARTICLE X - MISCELLANEOUS 12
10.1 Necessary Parties 12
10.2 Non-Alienation 12
10.3 Company Creditors 12
10.4 Participating Director Rights 13
10.5 Invalid or Unenforceable Provisions 13
10.6 Successor Corporation 13
10.7 Gender and Number 13
10.8 Headings 13
10.9 Controlling Law 14
(ii)
CHICAGO AND NORTH WESTERN HOLDINGS CORP.
DIRECTORS' PENSION AND RETIREMENT SAVINGS TRUST
ARTICLE I.
Establishment and Purpose
1.1 Establishment. The Chicago and North Western Holdings
Corp. Directors' Pension and Retirement Savings Trust (the
"Trust") is hereby established, effective January 1, 1994,
between Chicago and North Western Holdings Corp. (the "Company")
and LaSalle National Trust, N.A. as trustee ("Trustee") to assist
in the administration of the Chicago and North Western Holdings
Corp. Directors' Pension and Retirement Savings Plan (the
"Plan"). All money and other property held by the Trustee
hereunder shall be held by the Trustee in trust and dealt with in
accordance with the provisions of this Trust Agreement.
1.2 Purposes. The Company has established the Plan to
permit each non-employee member of the Board of Directors
("Participating Director") to elect deferral of any or all of his
fees on a deferred, unfunded basis. The purpose of the Trust is
to increase the Participating Directors' confidence in the Plan
by holding the Company's common stock and other assets in trust,
subject to the claims of the Company's creditors, in the amount
credited to Participating Director's accounts under the Plan. In
addition, holding the shares and other assets credited to
Participating Director's accounts under the Plan in the Trust
facilitates efficiency of record keeping for the Plan.
ARTICLE II.
Definitions
The following words and phrases, when used herein, unless
their context clearly indicates otherwise, shall have the
following respective meanings:
2.1 "Bank" shall mean a bank having authority to act as a
fiduciary and, unless otherwise indicated, shall include a trust
company and any corporate fiduciary.
2.2 "Board of Directors" means the Board of Directors of the
Company.
2.3 "Committee" means the person or group to which the Board
delegates administrative responsibilities under the Plan. If no
Committee is appointed, the Board shall be the Committee.
2.4 "Company" means Chicago and North Western Holdings Corp.
2.5 "Company Stock" means common stock of Chicago and North
Western Holdings Corp.
2.6 "Participating Director" means a non-employee member of
the Board of Directors participating in the Plan.
2.7 "Plan" means the Chicago and North Western Holdings
Corp. Pension and Retirement Savings Plan as amended from time to
time.
2.8 "Trust" means the Chicago and North Western Holdings
Corp. Pension and Retirement Savings Trust, which is administered
by the Trustee in accordance with the provisions of the Trust
Agreement.
2.9 "Trust Agreement" means this agreement between the
Company and the Trustee, establishing the Chicago and North
Western Holdings Corp. Pension and Retirement Savings Trust, and
any amendments thereto.
2.10 "Trust Fund" means all property received by the
Trustee, together with all income, profits and increments
thereon, less all losses and distributions chargeable thereto.
2.11 "Trustee" means any corporation who shall accept the
appointment to execute the duties of the Trustee as set forth in
the Trust Agreement.
ARTICLE III.
Contributions to and Distributions from the Trust
3.1 Contributions. The Trustee shall receive and hold as
part of the Trust Fund any contributions under the Plan paid to
the Trustee from time to time by the Company and the Trustee
shall be accountable only for the funds and shares of stock
actually received by it. The Trustee shall not be required to
determine that such contributions are in compliance with the Plan
but shall be accountable only for the funds actually received by
it. Except as provided in Section 9.3, if any contributions to
the Trust are in money, the Trustee shall invest such
contributions in shares of Company Stock, as soon as the Trustee
deems it prudent to do so, unless in the opinion of counsel of
the Company such investment is (or there is a substantial
likelihood that it is) in violation of federal or state
securities laws or New York Stock Exchange rules.
3.2 Distributions. The Board or its delegate shall, in
accordance with the Plan, instruct the Trustee in writing to
distribute benefits to Participating Directors and their
beneficiaries. All distributions from the Trust shall be subject
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to and deemed to be made under the Plan. Except as otherwise
provided in Section 10.3, the Trustee, upon the written direction
of the Board or its delegate, shall make distributions from the
Trust Fund to such persons, in such manner, in such amounts, and
for such purposes as may be specified in the written direction of
the Board or its delegate, and upon such distribution being made,
the amount thereof shall no longer constitute a part of the Trust
Fund.
The Trustee shall not be responsible in any way for the
application of such distributions or for the adequacy of the
Trust Fund to meet and discharge any and all liabilities under
the Plan.
ARTICLE IV.
Trustee's Powers and Investments
4.1 Title to Assets. The Trustee is vested with title to
all the assets of the Trust Fund and shall have full power and
authority to do all acts necessary to carry out its duties
hereunder.
4.2 Investment of Trust Fund and Responsibilities of
Trustee.
(a) Except as provided in Section 9.3, as necessary and
consistent with the Trust's liquidity needs, or while pending
investment, the Trustee shall invest and reinvest the
principal and income of the Trust Fund and keep the Trust
Fund assets invested, without distinction between principal
and income in Company Stock. Pursuant to this authority the
Trustee is specifically authorized to invest up to 100% of
the assets of the Trust Fund in shares of Company Stock. To
the extent not invested in Company Stock, the Trustee shall
invest and reinvest the principal and income of the Trust
Fund, and keep the Trust Fund assets invested, without
distinction between principal and income in such securities,
in such property, real or personal, wherever situated, as the
Trustee shall deem advisable, including, but not limited to,
common or preferred stocks, including stocks or other
securities of the Company, personal, corporate and
governmental obligations, shares of open ended investment
companies as defined in the Investment Company Act of 1940,
common trust funds, trust participating certificates,
leaseholds, mortgages and other interests in realty, notes
and other evidences of indebtedness or ownership, secured or
unsecured, as the Trustee deems proper. Pursuant to this
authority the Trustee is specifically authorized to invest up
to 100% of the assets of the Trust Fund in shares of Company
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Stock. Without liability for interest, the Trustee may keep
a portion of the Trust Fund uninvested and may deposit any
uninvested funds in any Bank or Banks, or with the investment
department of a Trustee (if the Trustee is a Bank).
(b) In furtherance and not in limitation of its
investment authority, and subject to the provisions of
Section 4.2(a) and 4.2(d), the Trustee shall have full power
and authority to deal with all or any part of the Trust Fund,
including, without limitation, the power to sell, transfer,
invest, reinvest, and change investments; to alienate,
pledge, hypothecate or otherwise encumber; to acquire any
property by purchase, subscription, or other means; to sell
for cash or on credit, convey, or convert, redeem or
exchange, all or any part of the Trust Fund; to enforce, by
suit or otherwise, or to waive its rights on behalf of the
Trust, and to defend claims asserted against it or the Trust;
to compromise, adjust and settle any and all claims against
or in favor of it or the Trust; subject to Sections 4.2(d)
and 4.3, to vote, or give proxies to vote, any stock or other
security; to waive notice of meetings; to oppose, participate
in and consent to the reorganization, merger, consolidation
or readjustment of the finances of any enterprise, and to
deposit securities under deposit agreements; to hold
investments unregistered, or to register them in the name of
the Trustee, or in the name of a nominee; to hold investments
in an account in the name of the Trustee; to make, execute,
acknowledge and deliver any and all instruments that it shall
deem necessary or appropriate to carry out the powers herein
granted; and generally to exercise any of the powers of any
owner with respect to all or any part of the Trust assets.
No person dealing with the Trustee shall be bound to see to
the application of any money or property paid or delivered to
the Trustee or to inquire into the validity or propriety of
any transaction by it or on its behalf.
(c) All orders, requests and instructions of the Board
or the Committee to the Trustee shall be in writing signed by
a representative of the Board or the Committee, respectively,
or such other person or persons as the Board or the Committee
may from time to time designate, and the Trustee shall act in
accordance with such orders, requests and instructions. The
Board of Directors will, by resolution certified by the
Secretary of the Company, certify to the Trustee the
appointment and termination of the Committee or other
delegate, and the Trustee shall not be charged with knowledge
thereof until it receives such notice. The Trustee shall be
fully protected in relying upon a certification of the
Committee or other delegate authorized by the Board to
transmit any instruction or direction of the Board or the
Committee in the discharge of its administrative duties under
the Plan and also in relying on the certification of an
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officer or agent of the Company as to the identity of a
delegate as it exists and in continuing to rely upon such
certification until a subsequent certification is filed with
the Trustee. The Trustee shall be fully protected in acting
upon any instrument, certificate or paper believed by it to
be genuine and to be signed or presented by the proper person
or persons, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statement contained in
any such writing, but may accept the same as conclusive
evidence of the truth and accuracy of the statements therein
contained.
(d) In exercising the power to vote described in
Section 4.2(b) with respect to shares of Company Stock held
in the Trust Fund, the Trustee shall, in accordance with
Section 4.3, follow the Participating Directors' directions
in voting such shares (as to matters other than the sale or
retention of such shares in a public or private tender
offer).
(e) The Trustee is authorized to sell, exchange,
convey, transfer or otherwise dispose of any property held by
it by private or public sale or contract or at public
auction, and no person dealing with the Trustee shall be
bound to see to the application of the purchase money or to
inquire into the validity, expediency or propriety of any
such sale or other disposition.
(f) The Trustee is authorized to register any
investment held in the Trust Fund in its own name or in the
name of a nominee and to hold any investment in bearer form,
to cause any asset, real or personal, to be held in or
deposited with stock clearing corporations or depositories or
other corporate depositories or a Federal book entry account
system or in such other form as the Trustee determines, with
or without disclosing the Trust relationship, but the books
and records of the Trustee shall at all times show that all
such investments are part of the Trust.
(g) The Trustee may, in its discretion, invest funds
held by it in such short term liquid investments as it deems
appropriate, including, but not limited to, United States
Government Treasury Bills, commercial paper, savings accounts
and certificates of deposit (including those of the Trustee,
if the Trustee is a Bank), and common, pooled or commingled
trust funds (including, but not limited to, those of the
Trustee, if the Trustee is a Bank) which invest in such
securities. If the assets of the Trust Fund are invested in
a common, pooled or commingled trust fund or group trust, for
the period of time during which the Trust Fund is so invested
and with respect to the assets of the Trust Fund which are so
invested, the Declaration of Trust of each such common,
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pooled or commingled trust fund or group trust shall
constitute a part of this Trust Agreement.
(h) If the Trustee is notified by the Company's Board
of Directors or chief executive officer that the Company is
insolvent, as defined in Section 7.2 or if the Trustee
receives other written allegations that the Company is
insolvent, the Trustee shall suspend payments to the
Participating Directors or their beneficiaries with respect
to benefits credited to their accounts. The Trustee shall
independently determine within 30 days of receipt of such
notice or written allegations whether the Company is
insolvent. If the Trustee determines that the Company is
solvent, it shall resume payments to the Participating
Directors and their beneficiaries including any suspended
benefits. If the Trustee has knowledge that or determines
that the Company is insolvent, it shall hold, for the benefit
of the general creditors of the Company, and deliver to
satisfy such claims, the assets of the Trust. The Trustee
shall resume payments of benefits under the Plan only after
the Trustee has determined that the Company is no longer
insolvent. Unless the Trustee has actual knowledge or has
received written allegations of the Company's insolvency,
Trustee shall have no duty to inquire whether the Company is
insolvent. Trustee may in all events rely on such evidence
concerning the Company's solvency as may be furnished to
Trustee which will give the Trustee a reasonable basis for
making a determination concerning the Company's solvency.
4.3 Shareholder Rights in Company Stock.
(a) Credited Shares. With respect to a number of
shares (and fractional shares) of Company Stock equal to
the number which have been credited to Participating
Directors' accounts under the plan, each Participating
Director or beneficiary shall have the right to direct
the Trustee as to the manner of voting such shares (and
fractional shares) (as to matters other than the sale or
retention of such shares in public or private tender
offer); provided that if more votes are cast pursuant to
the foregoing than there are shares held in the Trust,
the number of such shares (and fractional shares) voted
by each Participating Director or beneficiary shall
equal the number of shares of Company Stock held in the
Trust multiplied by a fraction the numerator of which is
the number of shares (and fractional shares) credited
under the Plan to the accounts of each such
Participating Director who votes and the denominator of
which is the number of shares credited to the accounts
of all Participating Directors who vote.
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(b) Shares Not Directed. With respect to shares (and
fractional shares) of Company Stock in an amount equal
to the number of shares which are in excess of the
number of shares which are voted by the Participating
Directors in accordance with Section 4.3(a), each
Participating Director shall have the right to direct
the Trustee as to the manner of voting (as to matters
other than the sale or retention of such shares in a
public or private tender offer) the number of such
shares (and fractional shares) as is equal to the
product of (i) the sum of the number of any shares of
Company Stock held in the Trust which are not voted
pursuant to Section 4.3(a) multiplied by (ii) a
fraction, the numerator of which is the number of shares
(and fractional shares) of Company Stock which have been
credited to the accounts under the Plan of each such
Participating Director who gives directions to the
Trustee pursuant to this Section 4.3(b) and the
denominator of which is the total number of shares (and
fractional shares) of Company Stock which have been
credited to the accounts of all Participating Directors
who give directions to the Trustee pursuant to this
Section 4.3(b).
(c) Fiduciaries. The Trustee shall notify each
Participating Director and beneficiary who is authorized
pursuant to Section 4.3(a) or (b) to direct the Trustee
as to the manner of voting with respect to shares (and
fractional shares) of Company Stock that such
Participating Director or beneficiary is a fiduciary,
with respect to the voting of such shares (and
fractional shares).
(d) Confidentiality. The Trustee shall solicit the
directions of Participating Directors and beneficiaries
in accordance with Section 4.3(a) and (b) and shall
follow such directions by delivering aggregated votes to
the Company or otherwise implementing such directions in
any convenient manner which preserves the
confidentiality of the votes of individual Participating
Directors or beneficiaries. Any designee of the Trustee
who assists in the solicitation or tabulation of the
directions of Participating Directors or beneficiaries
shall certify that he will maintain the confidentiality
of all directions given.
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ARTICLE V.
Valuation and Records of Trust Fund
5.1 Determination of Value. As of the last day of each
calendar month and as of such other times as may be specified in
writing by the Committee, the Trustee shall determine the fair
market value of the Trust Fund and shall notify the Committee in
writing of the determination. The fair market value of the Trust
Fund shall be the fair market value of all securities and other
assets then held in such fund, including all income received
during the month. In determining such fair market value, the
Trustee may rely upon any information that it believes to be
reliable including appraisals, reports of sales and of bid and
asked prices of issues listed on an exchange as disclosed in
newspapers of general circulation or in generally recognized
financial services, quotations with respect to unlisted issues as
supplied by any reputable broker or investment bank or from any
other source that the Trustee believes to be reliable, or the
Trustee may make such determination based upon its analysis of
such records or reports of any company issuing such stock or
other securities as are made available to it. The Trustee's
determination with respect to fair market value shall be final
and conclusive upon all persons.
5.2 Records of Trust Fund. The Trustee shall keep accurate
and detailed accounts of all investments, receipts, disbursements
and other transactions hereunder. All accounts, books and
records relating to such transactions shall be open to inspection
and audit at all reasonable times by any person designated by the
Committee. The Trustee shall have no record keeping
responsibilities with respect to the maintenance of account
records for individual participants in the Plan except as the
Company and the Trustee may agree in a separate agreement.
Within fifteen (15) days following the close of each calendar
year or the removal or resignation of the Trustee or as often as
the Committee shall direct as provided in Section 8.1 hereof, the
Trustee shall file with the Company a written account setting
forth all investments, receipts, disbursements, and other
transactions effected by it during such calendar year or during
the period from the close of the last calendar year to date of
such removal or resignation, and setting forth the current value
of the Trust Fund.
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ARTICLE VI.
Employment of Agents or Special Trustee
by and Compensation of Trustee.
6.1 Employment of Agents. The Trustee shall have the power
to employ suitable agents, including but not limited to,
custodians, auditors, actuarial counsel, accountants, and legal
and other counsel, and to pay reasonable compensation for their
services. Such agents may but need not be employees of the
Company or other persons acting in a similar capacity for the
Company.
6.2 Appointment of Special Trustee. In the event of a
public or private tender offer for Company Stock, the Trustee may
appoint a Special Trustee to direct the Trustee as to whether or
not to tender the Company Stock held in the Trust. If such a
Special Trustee is appointed and accepts the responsibility to so
direct the Trustee, the Trustee shall follow the directions given
by the Special Trustee.
6.3 Compensation of Trustee. Any corporate Trustee shall be
paid such reasonable compensation as shall from time to time be
agreed upon between the Company and the Trustee. The Trustee
shall be reimbursed for all reasonable expenses incurred by it in
the administration of the Trust. Such compensation and expenses
and all other administrative expenses of the Trust shall be paid
by the Trust, except to the extent paid by the Company.
ARTICLE VII.
Company Duties
7.1 Taxation of the Trust. The Company acknowledges and
agrees that it is the owner of the Trust Fund for income tax
purposes and that, as such, all income, deductions and credits of
the Trust Fund belong to the Company and will be included in the
Company's income tax returns to the same extent and in the same
manner as if the Trust did not exist. However, except as
necessary to satisfy any obligation which the Company has or
might acquire, to withhold taxes and to pay over such withheld
amounts to the appropriate taxing authorities, neither the
Company nor the Trust Fund shall have any obligation or liability
for the payment of any income, estate, gift or employment taxes
payable by a Participating Director or beneficiary, with respect
to the benefits under the Plan for such Participating Director.
If the Company has or acquires an obligation to withhold taxes
and pay over the withheld amounts to the appropriate taxing
authorities, the Company shall be responsible for determining the
amount of and for making such payments; provided that the Trustee
shall remit to the Company the portion of any assets of the Trust
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or distribution which the Company notifies the Trustee is
required to be withheld.
7.2 Notice of Insolvency. The Board of Directors and the
chief executive officer of the Company shall notify the Trustee
as soon as reasonably possible if the Company becomes insolvent.
The Company shall be deemed to be insolvent if the Company is
unable to pay its debts as they become due or is subject to a
pending proceeding as a debtor under the Federal Bankruptcy Code
or insolvency proceeding under state law.
7.3 Indemnification of the Trustee by the Company. The
Company hereby agrees to indemnify the Trustee for and to hold it
harmless against any and all liabilities, losses, costs or
expenses (including legal fees and expenses) of whatsoever kind
and nature which may be imposed on, incurred by or asserted
against the Trustee at any time by reason of Trustee's service
under this Trust Agreement if the Trustee did not act dishonestly
or in willful or negligent violation of the law or regulation
under which such liability, loss, cost or expense arises.
7.4 Provide Information to Trustee. The Company shall, upon
request, provide the Trustee with information concerning the
account balances of the Participating Directors under the Plan.
ARTICLE VIII.
Removal of and Resignation by Trustee
8.1 Removal and Resignation. The Trustee may be removed by
the Board of Directors, with or without cause, upon written
notice to the Trustee and the Board. A Trustee may resign at any
time upon thirty (30) days' (or such shorter period as the Board
of Directors shall permit by written consent) written notice to
the Company and the Board. Upon such removal or resignation of a
Trustee, the Company shall, unless the Trust shall have been
revoked or terminated, appoint a successor Trustee who shall have
all the rights, title, powers, duties, exemptions and limitations
as those conferred hereunder upon a Trustee and upon acceptance
of such appointment by the successor Trustee, the Trustee shall
assign, transfer, and pay over the Trust Fund to such successor
Trustee. No successor Trustee shall be personally liable for any
act or failure to act of any predecessor Trustee, or be required
to examine the accounts records or acts of any predecessor
Trustee.
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ARTICLE IX.
Amendment, Termination and Substitution of Property
9.1 Amendment, Revocation or Termination of Trust Agreement.
The Company with the consent of (i) the Trustee and (ii) a
majority of the Participating Directors and the beneficiaries
(with the beneficiaries of a deceased Participating Director
casting one vote) reserves the right from time to time by action
of its Board of Directors to amend, retroactively, if desired, in
whole or in part, any or all of the provisions of this Trust
Agreement; provided that any assets of the Trust Fund which,
pursuant to Section 4.2(h), are being held on behalf of the
general creditors of the Company shall continue to be held on
their behalf and no amendment shall affect the rights of the
general creditors thereto. The Trustee shall have the right at
any time and from time to time to adopt with the consent of the
Company such amendments to the Trust, including retroactive
amendments, if desired, to any or all of the provisions of this
Trust Agreement or to terminate or revoke the Trust Agreement as
it shall determine to be in the best interests of or not
inconsistent with the best interests of the Participating
Directors or their beneficiaries. Notwithstanding anything to
the contrary in this Trust Agreement, if the Trustee determines
that there is a substantial risk that maintenance of the Trust
violates federal securities laws, the Trust shall liquidate and
all assets shall be transferred to the Company.
9.2 Termination of Plan. In the event of the termination of
the Plan as provided therein, and in the event of termination or
revocation of the Trust Agreement, the Trustee may, in its
discretion, (a) continue the Trust for a specific period of time
or for such period as the Trustee, in its discretion, may deem to
be in the best interest of the Participating Directors or their
beneficiaries or (b) terminate the Trust and distribute the Trust
Fund to the Participating Directors or their beneficiaries.
9.3 Substitution of Property. The Company reserves the
right to reacquire the property contained in the Trust Fund at
any time, without the consent of either the Trustee or the
Participating Directors, by substituting other property of
equivalent value. The exercise of such right shall nullify any
obligation of the Trustee under this Agreement to further invest
any portion of the Trust Fund in Company Stock.
9.4 Transfer of Assets. Upon written direction by the Board
of Directors and under such terms and conditions as the Board of
Directors shall provide, the Trustee shall (a) transfer and
deliver such part or all of the beneficial interest of a Plan as
may be specified in such direction to any trustee or insurance
carrier maintaining any other investment medium of such Plan or
to any trustee or insurance carrier maintaining any investment
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medium of a plan, other than the Plan, into which plan the Plan
(or any portion thereof) shall be merged or consolidated, or
(b) accept the transfer to the Trust of assets acceptable to it
from any trustee or insurance carrier maintaining any other
investment medium of a plan or from any trustee or insurance
carrier maintaining any investment medium of a plan, other than
the Plan and which (or any portion of which) shall be merged or
consolidated with the Plan. Assets transferred to the Trustee in
accordance with this Section 9.4 may be commingled with other
Trust assets as the Committee shall direct.
ARTICLE X.
Miscellaneous
10.1 Necessary Parties. Necessary parties to any
accounting, litigation, or other proceedings shall include only
the Trustee and the Company, and the settlement or judgment in
any such cases in which the Company is duly served or cited shall
be binding upon all Participating Directors and their
beneficiaries and estates, and upon all persons claiming by,
through, or under them, to the extent permitted by applicable
law.
10.2 Non-Alienation. Distributions directed to be made
hereunder may not be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment,
execution or levy of any kind, either voluntary or involuntary,
including, except to the extent otherwise required by law, any
such liability which is for alimony or other payments for the
support of a spouse or former spouse or for any other dependent
of the Participating Director, prior to actually being received
by the person entitled to the benefit under the terms of the
Plan; and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge or otherwise dispose of any
right to benefits payable hereunder, shall be void. The Trust
Fund shall not in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person
entitled to benefits hereunder.
10.3 Company Creditors. The Trust Fund at all times shall
be subject to the claims of the creditors of the Company to the
extent specified in Section 4.2(h). No Participating Director or
beneficiary thereof shall have a secured interest, beneficial
ownership or preferred claim in the Trust Fund, and
notwithstanding the existence of the Trust Fund, the rights of
the Participating Director and his beneficiary with respect to
his Account under the Plan are and shall be those of unsecured
general creditors. The Company agrees, however, that during the
existence of the Trust and following its termination, the Company
shall not permit or cause or amend this Agreement to permit or
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cause, the Trust Fund, or any part thereof, to be used for or
diverted to purposes other than the payment of benefits under the
Plan to Participating Directors and their beneficiaries, except
as may be required in accordance with Section 4.2(h) to satisfy
the claims of the Company's creditors.
10.4 Participating Director Rights. No Participating
Director shall have any right to an interest in the Trust Fund,
or in the Account maintained for him under the Plan and
notwithstanding the existence of this Trust or the maintenance of
an account under the Plan with respect to the Participating
Director's benefits, the rights of the Participating Director and
his beneficiary with respect to his Plan benefits are those of
unsecured general creditors of the Company. Nothing in this
Trust Agreement shall in any way diminish any rights of a
Participating Director or his beneficiary to pursue his rights as
a general creditor of the Company with respect to his benefits
under the Plan or otherwise.
10.5 Invalid or Unenforceable Provisions. If any provision
of this Trust shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other
provisions hereof and this Trust shall be construed and enforced
as if such provisions had not been included.
10.6 Successor Corporation. In the event that any successor
corporation to the Company, by merger, consolidation, purchase or
otherwise, shall elect to adopt the Plan, such successor
corporation shall be substituted hereunder for the Company, upon
the filing in writing of its election to do so with the Trustee.
10.7 Gender and Number. Except as otherwise indicated by
the context, all masculine terms shall be deemed to include the
feminine and neuter, and all singular terms shall be deemed to
include the plural.
10.8 Headings. The headings of sections and subsections are
included solely for convenience of reference and are neither part
of the Trust Agreement nor to be considered in the construction
thereof.
-13-
10.9 Controlling Law. This agreement shall be construed
according to the laws of the State of Illinois, other than its
laws respecting choice of law.
Executed this 14th day of January, 1994.
CHICAGO AND NORTH WESTERN
HOLDINGS CORP.
By: /s/ Robert Schmiege
Chairman, President and
Chief Executive Officer
ATTEST: /s/ Robin Bourne-Caris
Assistant Vice President -
Assistant Corporate Secretary
By: /s/ William R. Kursar
Its: Senior Vice President
Trustee
-14-
Dates Referenced Herein
| Referenced-On Page |
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This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 3/21/94 | | | | | | | None on these Dates |
| | 1/1/94 | | 4 |
For Period End: | | 12/31/93 |
| List all Filings |
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