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HomeMy WebLinkAbout96-03641 \ ~ .- ~ \J ") ~ ~ .... ~ ) .'...--..... ,I ( \" ~ - .... .:) ... '-J - ,. ~I " 0- . , ~.. . , . 1'lWl'lmTY SI':TI'I,EMENT AGIUmMI~NT TillS PROPERTY SE'ITLEMENT AGREEMENT doted the 12th day of June, 1996, by nnd between Gail W. Jell~ik, re~iding III Cumberland County, Pellnsylvania, party of the AND ("-I , , . .', . { " , I (, IJ\ n 1\ ! ..., " ' "J d' '. I , ,'J ,1 It \ ' :1.) Jill ) J '". first purt Bnd hereinufter referred to u:; the "Wife," , I. . I Charle~ J. Jensik, residing in Cumberland County, Pennsylvanin, party of the ~econc.t''Part Md. r' .,. J' . hereinafter referred to 05 the "Husband." " '" WITNESSETll WHEREAS, the pnrtles hereto are l'lusbnnd and Wife, having been married on February 9,1973, and ore the parents of three children, namely NMcy Ann Jensik, having been born on October 28, 1976; Katherine Mury Jensik, having been born on January 27, 1978; and Christine Ann Jen~lk, having been born on JMUnry 27,1978; and WHEREAS, the Husband Md Wife have detennined that irreconcilable differences hove arisen between the two of them Md that they no longer wish to contillue in their murital reiationship; WHEREAS, it is the desire and intention of the parties after long and careful consideration, to amicably adjust, compromise and sellle a!l property rights, and all rights in, to or against each other's property or estate, includin~ property heretofore or subsequently acquired by eithcr party. and to sellle all di~pllles existing bctween them, including allY claims or rights . , thatlhey lIlay have under the provisions oflhe l'ennsylvnnln LJlvorcc Code, Act 26 of 1980, or any anlendments thereto; and WHEREAS, bOlh Ilushnnd nnd Wifc fully underslnnd all the terlllS, conditions and provisions of lhls Agrcement and bclieve itlo bc fnlr, Just, adequate and rcasonable as to each oflhcm, and, accordingly, both Husband and Wifc frcely and voluntarily aecepl such lerms, conditions and provisions, NOW, THEREFORE, with the foregoing rccitals being hercinnfter incorporated by refercnce and dccmed an csscJllial pnrt hereof, and inlending to be legally bound hereby, and for other good nnd ,sufficienl consideration, the receipl whereof is hereby acknowledged, the parties mUlually agrce as follows: I. lliD.EMNIFICATlON, A. Each party covenanls and represents thatlhey have not and shall nol conlract, al any time or times, in Ihe name of the othcr or in any way subject the olher 10 Iiabilily for any debt or debts for which the olher might, in any way, become liable; and each of them further covenants 8t all times to keep the other frce, hannless and indemnified of and from all debts, charges and Iiabililies contracted by the othcr. B. Each party hereby agrecs (0 retum WIY Wid all credit curds or charge plates which he or she may have in his or her posscssion for which Ihe olher party may be liable and each party agrccs thaI any debts inculTcd 011 any credit cards or charge plates not rctumcd to thc olhcr party shall bc lhe solc and cxclusivc resp(Hlsibilily of the party who incurred said llhlif.alillll, alld "aid (I'lIlY sll:"1 :"IV,' lI'IIIIIk:;S III" lilh"1 (I'lIlY 11<1I11 :illY lllllii\:ilillIlS <)I' Institullons ofsulllhercunder. Any dehlS incurred on suld credll curds or chorgc plutcs which have nol herctofoll: becn dlscloscd to thc other porty shull bc thc sole and cxclusive responsibility of the party who incuITcd slImc und he or shc shall suvc hunnless thc othcr porty fromony obllgotions or institutil1l1s of suit lhcreunder. 2. I!lEZQ CRYSIJ.\LCDMMJiY.. A. WICe and Husband jointly own 1,649,101 shares InPiezo Crystal Company, hereinafter "Comp3ny". a Pennsylvania corporation of which Husb3nd is the President. Wife ond Husband havc exccuted a Shareholdcrs' Agreemcnt dotcd July 22, 1992. Upon the ex(:cution of this Property Senlcment Agrecmcnt, Wifc hcrcby waivcsullll13rilal right, title and interest ill the shares of thc Comp3ny which she ma)' havc under thc [)omcstic Relations Code oC Pennsylvania as amended fromlimc to limc 3nd the Divorce Codes of ony other jurisdiction. B. Paragmph 10 of the July 22,1992 Shareholders' Agreement establishes a "Share Value" for purposes of providing the Company with the option to purchase shares upon a proposed transfer by a shareholder. The most recent Share Value as established under the tenns and conditions of the July 22, 1992 Shnteholders' Agreement is $2.44 per share based upon the audited 1995 financial stalements for the Company which are attached hereto as Exhibit A. TIle total value of the Company shares held by Husband and Wife is, based upon the most recent Share Value, $4,023.K06. WiCe acccpts this valuc for purposes oCrcsolving the marital issues between her and Ilushand, acknowlcdgcs that this Share Value is a current and Coil' reprcs,:ntation oCthe Cair mark!'1 vallie oflhc ('ol1lpan)'. and that WiCe has the ril',httll obtain a qll:tllfll'd appral~'l'r 10 v:dlH' till' ('lllllp.1I1Y lUll t'\}llll'iC:; lint It) dt) so. \\life alllt't"; 111;\1 ~,ht' :ihallllt.l( . raise os n delcnse 10 this AgreemcnlthotthcShnrc Vnluc wns notlhc Iruc lull' markct value, on a per shore bnsls, of the Compnny evcnlnthe cv,mtlluslJand\ slmres, or thc CompnllY's I1liselS, are sold 010 higher pricc per share in the futurc. C. Upon the execution of Ihls Agreement, Wifc waives any rlghlli she may hove as 0 shoreholder oflhe Company under the lenns of the Shnrcholders' Agreement or under the lows of the Commonwealth of pennsylvania, or otherwise. Wife agrees to execute any documents necessary to remove her nnl1le from OilY owncrship interest in the stock oCthe Compnny within len days ofpresentmcnl of the samc, 3. D1STRlllUIJ.QN-0EML\RITAI~~lililS., A, The portics agree lhol all marital asset;, as sel forth on lhe attached Exhibil B shall be dlstribuled belweenlhem inlhe manner set forth onlhal schedule and that such dislrlbulionshall be the full and linal equitable distribulion of the parties' property. As set forth on the auached Exhibit B, Wife shall receive, upon the execution of this Agreement, one- halfC/.) of the following jointly owned property (except as othelWise noted on Exhibit B): (i) note receivable due from the Company, (Ii) marketable securities and (Hi) cash. The aggregate fair market value of this jointly owned property is $296,708; accordingly, Wife's one-halfC/I) share is $148,354, Said amount shall be paid or distribuled to Wife upon the execution of this Agreement. B. As part of the property settlement between the parties heretO, and in consideration for Wife's relinquishment of her interest in certnin of rhe marllnl assets, party 50 owning samc. Ncilhcr party shall havc any right (lI' claim any inlcrcst in and to the property 50 owncd by Ihe olhcr. I o. QY.lm,ALLJJJ.:illUIlUllO~..Q.EEROI'ERTY, Thc provisions of Ihis Property Sculemcnt Agrecmcnl havc becn negoliated to take into accounlthe pallies' overall cconomlc circumstances, includinglhc cquitablc distribution of property providcd for hcrein, and werc agreed 10 by both parties wilh the specific underslanding thalneilhcr the llmountnor the tenns hel'<:of shall bc subject 10 modification for any rcason, includingll1alerlal changes In financial circumstances, cmployment status or marital slatus or elthcr pOlly, The aforesaid underslanding was an induccmentand condilion prccedent to th" execution ~rlhis Agrcementllnd the parties lIgrec Ihatneither shall seek al11odilicalion hercof in any Court, As set fOl1h in more detail in Paragraph 14 below and except as otherwise expressly provided herein, Wife hercby waives and releases Husband from any obligation to pay support to Wife (including withoutlimillltion spousal support, alimony pendente lite or separate maintenance) from and after the date of this Agreement. 11. MODlFICA TION. A modilic31ion or waiver of any of the provisions of this Agreement shall be effective only if made in writing and exccuted with the samc romlality as this Agreement. The failure of either pOlly to insist upon strict perfomlancc of any of thc provisions of this Agreemcnt shall not be conslrued as a waiver of any subsequenl default orthe same or similar naturc. 12. IJliEAULI. If either pUl1y d~liIUh~ inlhe due performunce of UIlY of Ihe tCl/nti, condilionti und covenants Oflhis Agreemcnt on hi~ or hcr purl 10 be pcrlormcJ, thc Ilon.dcliluhing purty shall have the right 10 sue for enforcement of Ihls Agreement or for damages for the brcach of lhis Agreement and lhe defilullinll party shall pay lhe legal fee~ ns well ns nny other allendnnl expenses incurred by the non-deftlulling pnrty in an nllemptlo compel the deliluhing pnrty's due perfonnnnce hereunder or for dumages urisin!:, from the breach of this Agreement. 13. LE..(illLJiEl~gE;)E~TMJ.QH The provisions of this Agrcement and their legal effect have been fully explained to the parties b~ their respectjvc~ counsel. Wife has employed and had the benefit of counsel of Edward W. Harker. Esquire, as her allomey. Husband has employed and had the benefil of counsel of Bradley J. Gunnison, Esquire, and Buchanan Ingersoll Professional Corporation as his attorney. Each party acknowledges that he or she has received independent legal advice from counsel of his or her selection and that each fully undersll!J1ds the facts Wld has been fully infonned as to his or her legal rights and obligations, and each pmy acknowledges Wld accepts that this Agreement is, undcr the circurnsll!J1ces, fair and equitable, and that it is being entered into freely and voluntarily after having received such advice Wld with such knowledge, and that execution of this Agreement is not the result of any duress or undue influence and that it is not the result of any CQllusion or improper or illegal :Igreement or agreements. In addition, each party hereto acknowledges that he or she has been fully advised by his or her representativ.: attomey of the impact oClhe 1980 Pennsylvania Divorce Code, alld the Pennsylvania Domestic I{elations ('ode, whercby thc ('OUII has Ihe I iVhl and dUlY to determine all 1I1alllalIIVhlS of the parties, including divorce, alimony, alimony pendente lite, equitable distribution oflllllllwital property or property owned or P,)ssessed individually by the other, counsel fees, expert consultation and expert witness fees and costs of litigation; und fully knowing the slime IInd being fully ndvised of his or her rights thereunder, each purty hereto still desires to execute this Agreement ncknowledging thutthe terms nnd conditions set forth herein we fnir, just wId equitable to l:nch of the parties und waives his or her respective right to hove the Court of Common Pleas of Cumberlnnd County or nny other court of competcnt jurisdiction make any detemlination or Order nffecllng the respective parties' rights to [\ divorce, alimony, alimony pendente lite. cquitable distribution of all marital property, counsel fccs, expcrt consultation and expcrt witncss fccs,and costs of litigation. 14. RELEASE. Except as otherwise expressly provided herein, each party hereby releases and discharges completely and forever the other from any and all rights of past, present or future support (including withoutlimillltion spousal support, alimony pendente lite or separate maintenance), division of property, right to receive proceeds as a beneficiary on any life insurance policy or policies insuring the life of the other party, right of dower and curtesy, right to act as administrator or executor in the eslllte of the other, right of disuibutive or elective share in the other's eslllte, right of exemption in the eslllte of the other, or any other property rights, benefits or privileges accruing to either party by virtue of said marriage relationship, or otherwise, and whether the same arc conferred by the statutory law or by the common law of the COlllmonwealth of Pennsylvania, of any other state, or of the cOlllmonlaw of the United States of ^nWrlca It j., tll<.' IIndel"tandllli' 1ll'lwel'llthc pallies thai tillS ^1',ICetHellt, excepl as olherwise provided for herein, forever IInd complelely IIdjusts. seules und disposes of, IInd completely lennillnles, any IInd all rights, dllims, privileges IInd benelits thnt ellch now hilS, or ellch IIII1Y hnve renson 10 believe ellch hilS, aglllnstthe other, llrislng OUI of sllid malTillge rellltionship or otherwise, and whether the same lire conferred by the IlIws of the COllllllonweahh of I'ennsylvaniu, or of IIny other stllte, or of Ihe Uniled Stlltes of Arnerlcu, and which lire now or which may herelllicr he in force IInd effect. The purties specificully waive IIny IInd all rights thlll they may have to equitahle distribution of marital pr<lperty and/or alimony and counsel fees or IIny olher marital rights liS provided in Ihe Pennsyl vania Di vorce Code, ACI 26 of 1980 or any alllendment thereto. 15,' J2L'l.QRCE DECREE. In the event thaI either party elects to file a Complaint in Divorce, the parties agree to file their respective Affidavits of Cons en I and Waivers of Notice oClnlention to Obtain Decree at the earliest possible date as pemlitted by law. This Agreement shall be submitted with the Decree and shall be incorporated as the final, non-appealable order disposing of the claims for equitable distribution of marital property, alimony pendente lite, alimony, counsel fees and expenses, ilnd :my other claims that could arise out of the parties marital relationship. TIlis Agreement shall be enforceable in this or in any other competent jurisdiction. The provisions of this Agreement shall, in any event, survive any Court judgment, and shall not be deemed to be merged into the (Jecree for a Divorce. 16. GEl'!.EBALJ'JWYfSJ01'1S. A. Invalidily. If any IClln, condition, clause or provision oflhis ^1'I1-'1.'I\WIlI ',11:111 hI' .11'1<'1111111('.1 II) !II.' "'llll III 1I1\':lIld:1I 1;1\".', Of l'lf allY 1IIh(~, [l';\'lllll, (11('1\ tllll~' ~~ thntlenn, condition. clause or provision shall be strlckcn from this Al!lccmefll as is held to be void or Invalid; and in all other respects, this Allrcemcnt shull rellluln in full force and effecl. 13. Inl.l:rpn:1JI1J!JJ). No provisions in this Agreemcnt shnllbe interpretcd for or against any party bcclIusc thut palty or lhat pal1y's represcntative draned lhis Al!rcement in wholc or in parI. In the construction or this Agreemcnt, thc partics hereto intend and agree that the separate provisions of this Agreement shall be CQnstrued as a whole and, where possible, consistcnt with each other. C. Q1JJ!:~1!n~J115. Each party shall, at the request of the other party, promptly cxccute any und all documents which may require their signature for the purpose of effecluating all of the tenns and conditions of this Agreement so as to give full force and effect to this Agreement. D. Binding Effect. It is understood and agreed that the heirs, personal representatives and assigns of the parties hereto shall be bound by all of the tenns, conditions and clauses oflhis Agl'eemenl. Except as otherwise expressly providr.d herein, the tenns, conditions and clauses of this Agreement, including but not limited to the benefits provided to each party by this Agreement, shall inure to the benefit of the parties' respective heirs, personal representatives and assigns. E. govemin~. All malleI'S affecting the interprelation of this Agreement and the rights of the partie5 hereto shall be govemed by the laws of the COIllIllon\\'calth "f 1',.'llItiylv;\lIi;1 (,; r.7> , .. '..:: .' f.!.. ,. t.l_ ~lIr,: ... '. 1", ... . ) ~r, F'~< , .. 1"'1 ~' L. ,:j 'i~ .- ~ () '~'J I,)' I ,.1 ~-;J .J.)', -J,_ . "(1) k ! ~ rJ... I ~, L In 'J ( - I..i\ ,) VI'RIFICATlON I verilY IllUlllw slutelllellls IIlUlll~ in lhls l'lllllpluinl ure true unl! Cllrree!. understund lhullillse slulelllellls herein ure Illude suh.lecl hllhe penuhles llr I K I'u, ('.S. ~ 4l)()4, rclulllIg tll UIISWllrn lillsltkulilllllll ulllhllrillcs llule: ~/l'JAr~ , By: ([~.~~. ,X ('hurles J. Jellsik. I'lullllitl" PGHI. Geb"el. Jeffrey 157803.' .. . '" '.. r.:) II' ". I .. ,r' ,"I -t Or " , ", I.. . .. y: . ! (,1 _I; f " , . "'j..) '. ~I I " 't,l.. I' ". .1 U f;' U /"'\ 1 t'7 , ~ q", . 'J \ ,"" "1 ." ... II) \)'0 - * '.. ,... Ir; i>-: r~: I.. . " .. 5..S "( : ..1, r. ~ 1:.. I ,; ~ J";, I.t.. ~i ,"l'.: I" J ~ .. [ip 'I') ';1 ,J :, C I' 'in) I , . /..... ~ ., " 'I) ~. ) u '...', (J 1;1 ~ ,... ! .~ ....:; i_: .. '.r' 1.1/11 -. J, .; (.'; : :~ p~ . ll. ll~ ,,4) ~ , Jq '.:') '/~'l Ll' J 1.,1 to. I' L. II,J l.i. !().. J oj ". ,,~ l._ rJ I U " r;~ rO .. ,.:'-, , r ~. .. \ .,f I ~"': .:1 '.I'" I : ~ ," ');'1' I I" f.'"" .., chI "JrJ I 0' 0'. .'/i C' L: ~. I I!..,. ,- . , I'll I ~. '.. I', In . ,.J ", oJ IN TIII~ COIIRT OF COMMON I'I.FAS OF ClIMllEIH.ANIJ CO[ iNT\'. PENNSYI.V ANIA CJ IA/H.ES J. JI':NSIK. CIVIl. TUU\l Pluinlil'f No.l)(,.]()'\1 VS. IWFENIMNT'S WAIVER OF NOTlCI: OF INTENTION TO RHjLJEST FNTRY OF A DIVORCE DITREF lINI>FR ~ 3301{c) OF TIIF DIVORCE CODE GAIL w, JENSIK. Delimdunt Filed on Ilehulf of: Guil \Y. Jensik. l>cli!ndllnl Cuunselof Record IiII' This PUl'ly: Edward \\/. Il1Irker. I'squin: I'll. I.D. 1163(1~ I Wesllligh Sln:Cl Carlisle. PA 17013 (717) 243.IOH] ,- <Xl - [,- <C_ I" .' " r.; .. ".,( u(' .', /;1, ( .' l"~ p:(, . '~~ ';1 -.. l.. , ,.'1 ' lil ')' ll,'" , '/. '.( J ,~ J L ~ ." I.. ~ ,u.. ,. .' " . ., .. \ '.' III ..) . . . ('IIARI.FS J, JFNSIK.. IN TIlE COlJRT OF COMMON PI.I:AS OF ClJMIWRLAND COlJNTY. PI:NNSYLV ANIA FAMILY DIVISION ) ) ) ) ) ) ) ) ) !,Iuinllll' vs, NO, 1'1>_ GtE) - 3{:.<({ OJ,: {_ OAII. W, JFNSIK.. Delimdunl ACCEIITANCE OF SElWin: OF COMI'LAINT IN IlIVOItn: I UCCCpl service of Ihe CompluinlIn Divol'ce. I cerllfy lllUlI 1II11 uUlhol'il.ed 10 uccept service on hellUlf of Ihe Deli:ndunt. , I>ule:_~?_~_ ~.=-(t!?_____,___ Fdwurd II rker. (:s'luire Allol'l1ey 1<)1' Deli:ndunl PGHI. Ewonc., Cand'c.. 162815.' ! ~- , (l i'; L , - I,.,l . , " " ,., 1'.- ':-j ,. lrl, .. .. ! r,l , L:' , , " \ i' 0 ,. .J C, , . , U . .. , .