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provide in his Last Will and Testament that all of his
stock, both common and preferred, of said corporations
shall be bequeathed to Cyril Magnin, as trustee for the
benefit of Cyril Magnin, Ellen Magnin Newman, Donald
Magnin and Jerry Magnin, and that Cyril Magnin, as said
trustee, shall have the sole right to vote said stock
for the term of his life as provided in said Last Will
and Testament[.]
Consistent with these premises, the terms of the Agreement
provided that Joseph agreed to bequeath his JM and Specialty
stock to Cyril as sole trustee for Cyril's life as already
provided in his will, which provision he agreed not to revoke.
Cyril agreed to will in trust all his JM and Specialty stock "now
owned or hereafter acquired" to a bank trustee for the benefit of
his three children.
The Agreement also provided that the terms and conditions on
the part of Cyril were to be secured by a deposit in pledge with
Bank of California, N.A. (the Bank), as pledgeholder of the stock
belonging to Cyril; that as long as Cyril performed the terms and
conditions of the Agreement, the voting rights would vest in him,
but in the event of default, the voting rights would vest in the
pledgeholder. Cyril agreed not to transfer, assign, or encumber
any of his stock in the corporations, except that he could give
stock to his children. The Agreement provided that at no time
should the issued and outstanding stock of the corporations
belonging to persons other than Joseph, Cyril, or his three
children exceed 49 percent, except in the event of a sale of the
entire capital stock of the corporations. Moreover, any other
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Last modified: May 25, 2011