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supplementary agreement. This second supplementary agreement set
forth the parties' understanding that nothing in the 1951
Agreement prohibited Cyril from selling all his stock of, or from
dissolving, JM or Specialty in the event that either corporation
received a fair purchase offer. In such event, Cyril agreed to
create a trust of the stock proceeds under the terms of which the
income would belong to Cyril for his life, and the principal
would be distributed to his children upon his death. Cyril also
agreed under this second supplementary agreement to vote his
shares (as an individual and as trustee for Joseph's testamentary
trust) so that his children would constitute two of the five
members of the board of directors of each corporation.7
Performance of October 31, 1951, Agreement
Joseph died on April 29, 1953. Cyril was the executor of
Joseph's estate. Joseph's Last Will and Testament bequeathed all
his stock in JM and Specialty to Cyril in trust and provided that
Cyril was to divide the stock into four separate trusts. One-
half of the stock was to be placed in the Cyril Magnin Trust for
the benefit of Cyril. One-sixth of the stock was to be placed in
each of the three remaining trusts, one trust for the benefit of
7It appears that this provision of the second supplemental
agreement was drafted in error. Although Cyril promised to vote
his shares so that his children would constitute two of the five
directors, JM had seven and Specialty had three authorized
directors as of November 1952.
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