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this Agreement shall be valid unless it is in writing and signed
by all of the parties hereto.” The 1981 Agreement did not define
“parties” or contain any mechanism for adding parties.
III. ESOP
In 1992, BCC adopted the Blount Construction Co. Employee
Stock Ownership Plan (ESOP).3 BCC made annual cash contributions
to the ESOP, and the ESOP obtained shares of BCC stock either
from decedent and Mr. Jennings or from the company, making it a
third, minority shareholder. According to the ESOP’s Summary
Plan Description, when plan participants retired or were
otherwise entitled to obtain distributions, the ESOP was to
distribute shares of BCC stock to them, and they had the right to
require BCC to purchase their shares at designated times.
The ESOP participants were BCC employees, excluding decedent
and Mr. Jennings. Decedent, Mr. Jennings, and Richard E. Lord (a
longtime employee) were the original trustees of the ESOP. John
Truono, who served as BCC’s controller and corporate secretary,
replaced Mr. Jennings as a trustee as of February 1, 1996.
Business Valuation Services, Inc. (BVS), performed an
independent appraisal of BCC each year to establish the per-share
value of BCC stock to be used for ESOP transactions. These per-
3 In 1995, BCC established the Blount Construction Co., Inc.
Employee Stock Ownership Plan/MMP. In 1996, this plan was merged
into the ESOP.
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Last modified: May 25, 2011