- 19 -
Scott each owned 16-1/2 percent, or in the aggregate 33 percent,
of the stock of AST.
On the closing date, AST also paid Mr. Scott $25,000 pur-
suant to a document describing a consulting agreement between Mr.
Scott and AST (Scott-AST consulting agreement). Also on that
date, pursuant to an agreement by Mr. Carter and his wife that
appeared at the end of the asset purchase agreement, Mr. Carter
and AST entered into a "CONSULTING AGREEMENT" (Carter-AST con-
sulting agreement). Pursuant to the terms of the Carter-AST
consulting agreement, AST agreed to engage Mr. Carter as a con-
sultant with respect to certain matters through September 13,
1993, and Mr. Carter also agreed that, during the term of the
Carter-AST consulting agreement, he would not directly or in-
directly have any interest as owner, partner, agent, stockholder,
consultant, employee, or otherwise in any business that engaged
in any securities transfer agent business in the United States.
In exchange for Mr. Carter's agreement to consult and not to
compete with AST, AST was obligated under the Carter-AST con-
sulting agreement to pay Mr. Carter a total of $525,000 over four
years. Immediately following the signatures on the Carter-AST
consulting agreement, a paragraph entitled "Consent", which was
executed by Mr. Scott as the president of MSSTA, included MSSTA's
acknowledgment and approval of that agreement.
Page: Previous 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NextLast modified: May 25, 2011