WSB Liquidating Corporation - Page 6

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          divorce, and the intent of the parties thereto “to settle their             
          respective rights and obligations against and to one another”.              
          After providing for the division of the parties’ real and                   
          personal property, the Settlement Agreement addressed                       
          “businesses” in which “The parties acknowledge that Husband                 
          and/or Wife have an interest”, including petitioner.  The                   
          Settlement Agreement provided that Walter would transfer to                 
          Barbara one-half of his holdings of 80 percent of the outstanding           
          stock of petitioner, subject to Barbara’s agreement to vote the             
          stock as requested by Walter.2  The Settlement Agreement further            
          provided that Walter was prohibited from transferring any assets            
          of petitioner except in the ordinary course of business to a bona           
          fide purchaser for value.  In addition, the Settlement Agreement            
          made specific reference to the Pension Agreement, as follows:               
                         (e) Walter S. Bandurski, Inc. has previously                 
               entered into a Non-Qualified Pension Agreement with                    
               Wife for past services, a copy of which is attached                    
               hereto as Exhibit “C”.  The Pension Agreement provides                 
               Wife with a payment of $375.00 per week.  Husband                      
               further agrees that the company shall provide Wife with                
               the use of two automobiles of her choosing, together                   
               with reasonable and periodic replacements thereof no                   
               less than every three (3) years and also provide                       
               insurance on such automobiles, maintenance and gasoline                
               and shall indemnify wife and pay for any increase in                   
               Federal or State income taxes resulting to her as a                    
               result of the provisions regarding such automobiles.                   
               Husband further agrees that the company shall provide                  

               2 In this regard, the Settlement Agreement further provided            
          that Walter’s voting requests had to be for a valid business                
          purpose, with any disagreements on this point to be submitted to            

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Last modified: May 25, 2011