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premises:
WHEREAS the parties hereto are the owners of the
majority of the issued and outstanding stock of JOSEPH
MAGNIN COMPANY, INC., a California Corporation, and
SPECIALTY SHOPS, INC., a Nevada Corporation,
hereinafter called "said corporations"; and
WHEREAS the parties hereto have over many years
last past mutually controlled the operation and
management of said corporations in the best interests
of said corporations and the stockholders thereof; and
WHEREAS Cyril Magnin desires that upon the death
of Joseph Magnin, the control of said corporations
shall be vested in Cyril Magnin for the term of his
life; and
WHEREAS Joseph Magnin is willing under and subject
to the terms and conditions hereinafter set forth, to
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 further provided that in the
event of the sale of all or any part of the stock of the
corporations, or in the event of a dissolution of either
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Last modified: May 25, 2011