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HomeMy WebLinkAbout10-14-10From: 717 901 7010 04/21/2010 09:47 #325 P.004I005 STOCK PURCHASE AGREEMENT T 's stock purchase agreement is made and entered into this ~ day of 2010, By and between JEAN M. MOSHER, referred to as Seller, and THE OSHER FAMILY IRREVOCABLE TRUST, referred to as Buyer. A. Seller is owner of 12,070 shares (the "Shares") of the outstanding capital stock of SECURITY SAVIl~GS SYSTEMS, INC., a corporation organized and existing under the laws of Tennessee, herein referred to as Corporation. B. Buyer desires to acquire, and Seller desires to sell, all of Seller's shares of stock in the Corporation pursuant to the terms of this agreement Now, therefore, in consideration of the premises, their mutual covenants and promises, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties agree as follows: SECTION ONE PURCHASE AND SALE OF STOCK Subject to the terms and conditions of this agreement, Seller agrees to sell, and Buyer agrees to buy, all of Seller's shares of the capital stock of the Corporation for the total price of Three Hundred Thousand Dollars ($300,000.00), payable as follows: A. Payment of One Hundred Fifty Thousand Dollars ($150,000.00} upon the transfer of the Shares; and B. Payment of One Hundred Fifty Thousand Dollars ($150,000.00) within sixty (60) days of the death of Frank A. Mosher, Jr. The transfer of Shares is conditioned upon: i. Neither the Corporation nor Frank A. Mosher, 7r. nor any transferee of Frank A Mosher, Jr. exercising a right of first refusal set forth in Paragraph 3 of the Shareholders Agreement dated Janaury 11, 1997 by and between the Corporation, Seller and Paul A. Mosher; and - ;~ ii. Transfer of the stock certificates evidencing the Shares. SECTION TWO BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to Seller that Buyer is acquiring these shares of Seller's capital stock of the Corporation for its own account for investment and not with a view to, or for From: 717 901 7010 04/2112010 09:47 #325 P. 004/005 STOCK PURCHASE AGREEMENT T 's stock purchase agreement is made and entered into this ~ day of 2010, By and between JEAN M. MOSHER, referred to as Seller, and THE OSHER FAMILY IRREVOCABLE TRUST, referred to as Buyer. A. Seller is owner of 12,070 shares (the "Shares") of the outstanding capital stock of SECURITY SAVII~IGS SYSTEMS, INC., a corporation organized and existing under the Iaws of Tennessee, herein referred to as Corporation. B. Buyer desires to acquire, and Seller desires to sell, all of Seller's shares of stock in the Corporation pursuant to the terms of this agreement. Now, therefore, in consideration of the premises, their mutual covenants and promises, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties agree as follows: SECTION ONE PURCHASE AND SALE OF STOCK Subject to the terms and conditions of this agreement, Seller agrees to sell, and Buyer agrees to buy, all of Seller's shares of the capital stock of the Corporation for the total price of Three Hundred Thousand Dollars ($300,000.00), payable as follows: A. Payment of One Hundred Fifty Thousand Dollars ($150,000.00) upon the transfer of the Shares; and B. Payment of One Hundred Fifty Thousand Dollars ($150,000.00) within sixty (60) days of the death of Frank A. Mosher, Jr. The transfer of Shares is conditioned upon: i. Neither the Corporation nor Frank A. Mosher, Jr. nor any transferee of Frank A Mosher, Jr, exercising a right of first refusal set forth in Paragraph 3 of the Shareholders Agreement dated Janaury 11, 1997 by and between the Corporation, Seller and Paul A. Mosher; and - -~~ ii. Transfer of the stock certificates evidencing the Shares. SECTION TWO BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to Seller that Buyer is acquiring these shares of Seller's capital stock of the Corporation for its own account for investment and not with a view to, or for Ronald L. Finck, Esquire Sup. Ct. I.D. #89985 METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 rltinck(cr~,mette. com In re: THE MOSHER FAMILY , IRREVOCABLE TRUST , FRANK A. MOSHER, ANNE CORBIN and EILEEN MOSHER FREEBY, , Petitioners v. PAUL M. MOSHER, , Respondent , r•s n ~~ .~. --, t: n ~ --.-, ~ ~ 1 -- -_ = , c , , ` c~ -,~ :x r = r ~ --.- .. ,-~ ~ . , , _ ~._.~ ._ - .~ , - _, ; _ _.~ - = ; - -- - _, r~ . ~ ~"t-~ n.:: IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT NO: ~ ~ ~) ~' ~ ~ PETITION FOR CITATION TO ACCOUNT The Petitioners, Frank A. Mosher, Anne Corbin, and Eileen Mosher Freeby (collectively the "Petitioners"), by and through their attorneys, Mette, Evans & Woodside, file this Petition for Citation to Account requesting an accounting of the Mosher Family Irrevocable Trust, as follows: Parties 1. Frank A. Mosher ("Frank") is an adult individual residing at 5245 Magnolia Court, Cumberland County, Mechanicsburg, Pennsylvania, 17055. 2. Frank and his now deceased wife, Virginia B. Mosher ("Virginia") are the grantors of The Mosher Family Irrevocable Trust (the "Trust"). 3. Virginia died testate on July 12, 2009. 4. The Trust was created pursuant to a Trust Agreement dated August 3, 1993. A true and correct copy of the August 3, 1993 Trust Agreement is attached hereto as Exhibit `A' and made a part hereof by reference. 5. Anne Corbin ("Anne") is an adult individual residing at 13213 Barrister Place, Woodbridge, Virginia, 22192. 6. Anne is a daughter of Frank and Virginia and is a beneficiary of the Trust. 7. Eileen Mosher Freeby ("Eileen") is an adult individual residing at 3158 Sound View Drive W, University Place, Washington, 98466. 8. Eileen is a daughter of Frank and Virginia and is a beneficiary of the Trust. 9. Paul M. Mosher ("Paul") is an adult individual residing at 256 Winding Way, Camp Hill, Pennsylvania, 17011. 10. Paul is a son of Frank and Virginia and is the sole Trustee of the Trust. Jurisdiction and Venue 11. Jurisdiction is appropriate in this Court pursuant to 20 Pa. C.S. §711(3). 12. Venue is appropriate in this Court pursuant to 20 Pa. C.S. §722 because the situs of the Trust is located in Cumberland County, Pennsylvania. 2 Background of Trust Agreement 13. Frank and Virginia created the Trust in 1993 to acquire life insurance on their lives for the benefit of their daughters, Anne and Eileen, as primary beneficiaries. 14. The Trustee purchased an insurance policy issued by New York Life Insurance Company, Policy #44964091 (the "Insurance Policy"), on the lives of Frank and Virginia to Paul M. Mosher, Trustee. 15. As of the date of the most recent information available to Petitioners, December 31, 2008, the Insurance Policy provided a death benefit of $545,256.25 and a cash value of $267,046.00. 16. All of the premiums paid to maintain the Insurance Policy have been paid by Frank indirectly by his cash contributions to the Trust. 17. Pursuant to Article III of the Trust Agreement, the Trust corpus was divided into two equal shares for each Anne and Eileen upon creation. One share was designated for Anne and one share was designated for Eileen. 18. Pursuant to the terms of the Trust Agreement, upon the death of the survivor of Frank and Virginia, the remaining balances of the separate shares are to be paid to Anne and Eileen. 19. The Trust Agreement designated Paul as the sole Trustee of the Trust and Paul has been acting in that capacity since the Trust's inception. Security Sayings System, Inc. 20. At all times relevant hereto, Frank and Virginia and her estate have owned the majority of the issued and outstanding voting common stock of a Tennessee business corporation 3 known as Security Savings System, Inc., having its principal place of business at 901 Market Street, New Cumberland, Pennsylvania. 21. Security Savings System, Inc. was incorporated on January 18, 1930 by Frank's father and several others, as a Tennessee business corporation. 22. Security Savings System, Inc. was authorized to do business in Pennsylvania as a foreign business corporation on or about November 22, 1999. 23. Security Savings Systems, Inc. is a printing company. Its business is the production of financial documents. 24. Paul and his wife, Jean M. Mosher ("Jean") were employed by Security Savings System, Inc. until October 28, 2009. 25. Until October 28, 2009, Paul was the president of Security Savings Systems, Inc. 26. In contrast to Paul, Frank's daughters, Anne and Eileen, have never been involved in the management of Security Savings Systems, Inc. 27. Frank and Virginia have from time to time made gifts of the common stock of Security Savings Systems, Inc. to Paul and Jean. 28. As a result of this gifting program, as of July 12, 2009, Paul and Jean each owned 30.50% of the voting and non-voting, common stock in Security Savings Systems, Inc. 29. As of July 12, 2009, Frank owned 24.29% of the voting and non-voting common stock in Security Savings Systems, Inc. and Virginia owned 14.71 % of the voting and non-voting common stock. 30. When Virginia died on July 12, 2009, her shares of Security Savings Systems, Inc. common stock passed to Frank as Trustee of a testamentary trust established by Virginia's Will. 4 Frank and Virginia's Estate Plan and Paul's actions as Trustee of Mosher Family Trust 31. In arranging their estate plan, Frank and Virginia wanted to treat their children as equitably as possible while giving due consideration to Paul's involvement in Security Savings Systems, Inc. 32. To counterbalance the significant gifts of the common stock of Security Savings Systems, Inc. to Paul and his wife, Jean, Frank and Virginia arranged their estates such that upon the death of their survivor, Anne and Eileen would receive their non-business related assets, including the life insurance proceeds collected on their deaths by the Trust. 33. On or about October of 2009, a dispute arose between Frank and Paul. 34. By letter dated October 28, 2009, Jean and Paul notified Security Savings Systems, Inc. of their resignations from Security Savings Systems, Inc., effective as of November 10, 2009. A true and correct copy of said resignation is attached hereto as Exhibit `B' and made a part hereof by reference. 35. In their October 28, 2009 notice, Paul and Jean requested that Frank either purchase their stock in Security Savings Systems, Inc. or alternatively, transfer all Security Savings Systems, Inc stock from Virginia's Estate to Paul and Jean. 36. Frank declined Paul and Jean's request that he purchase their stock in Security Savings Systems, Inc. 37. A gift of Virginia's stock in Security Savings System, Inc. would have been a violation of Frank's fiduciary duties as Trustee of the testamentary trust established by Virginia's will. 38. On April 16, 2010, Paul, as Trustee of the Trust, as the buyer, and his wife, Jean, as the seller, entered into a Stock Purchase Agreement whereby Jean would sell her 12,070 shares of common stock in Security Savings Systems, Inc. to the Trust for Three Hundred Thousand ($300,000) Dollars, payable One Hundred Fifty Thousand ($150,000) Dollars now and the remaining One Hundred Fifty Thousand ($150,000) Dollars within sixty (60) days following the death of Frank. A true and correct copy of the Stock Purchase Agreement of April 16, 2010 is attached hereto as Exhibit "C" and made a part hereof by reference. 39. On September 7, 2010, counsel for Paul and Jean delivered a document entitled "Stock Power" executed by Jean purporting to sell, assign and transfer Jean's 12,070 shares of common stock in Security Savings Systems, Inc. to the Trust. 40. It is believed, and therefore averred, that Paul as Trustee of the Trust and legal owner of the life insurance policy recently withdrew Two Hundred Thousand ($200,000) Dollars as a policy loan by check from New York Life Insurance Company to Paul as Trustee, and paid One Hundred Fifty Thousand ($150,000) Dollars to his wife Jean for her 12,070 shares of common stock of Security Savings Systems, Inc. to be transferred to the Trust. 41. The stock in Security Savings Systems, Inc. in the Trust has little value to Anne and Eileen. 42. Inasmuch as the Security Savings System, Inc. stock is stock in a closely held corporation, it has relatively little value on the open market. 43. Petitioners believe that Paul has used the Trust assets for his own benefit and not for the benefit of Trust beneficiaries, namely Anne and Eileen. Said actions include but are not necessarily limited to the use of Trust funds to purchase Security Savings System, Inc. stock from his wife, Jean. 44. Since he was appointed as Trustee of the Trust in 1993, Paul has never filed an accounting for the Trust. 6 45. It is believed that an accounting of the Trust will show that Paul has engaged in improprieties, including but not limited to self-dealing and breach of his fiduciary duties to the Trust, and the beneficiaries thereof, such that Paul should make restitution to the Trust, be surcharged for all damages, including counsel fees, and removed as Trustee of the Trust. WHEREFORE, the Petitioners respectfully request that this Honorable Court issue a Citation in accordance with Pa. Orphan's Court Rule 3.5 upon the Respondent, Paul M. Mosher, in his capacity as Trustee of The Mosher Family Irrevocable Trust, to show cause why he should not be required to file a full and complete account of all his actions as Trustee, including an account as to all monies, and property received and disbursed by him, all investments made by him, all income collected by him in the administration of the Trust, and all charges made by him against the Trust property. The Petitioners further request such other relief as is deemed just and appropriate. Respectfully submitted, METTE, EVANS & WOODSIDE BY~ t'~~ac~~~ ~ Ronald L. Finck, Esquire Sup. Ct. I.D. No. 89985 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 -Phone (717) 236-1816 -Fax Attorneys for Petitioners Date: October 13, 2010 7 VERIFICATION I, FRANK MOSHER, have read the foregoing document and verify that the facts set forth herein. are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification. I understand that any false statements made herein are subject to the. penalties of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities. - ~- g~ ATIJll. DID /° ~ RA K MOSHER '~~ EX~IIBIT A 5-22-93 -- THE MOSHER FAMILY IRREVOCABLE TROST This trust agreement is executed on ~ _~, 1993, by FRANK A. MOSHER and VIRGINIA B. MOSHER, bo of New Cumberland, Pennsylvania (individually, a "Grantor"; collectively the "Grantors"), and PAIIL~M. MOSHER, (the "Trustee"), on the following terms and conditions hereinafter stated. ARTICLE I Purposes and Fundinq the Trust A. The Grantors create this Trust as a means by which assets, which may include one or more policies of insurance on their lives that may be held for the benefit of persons of their family, on the terms and conditions set forth in this instrument. It is the Grantors' intent in creating this Trust that all gifts made to it be complete and that the assets of this Trust, including any life insurance proceeds, be excluded from their gross estates for federal estate tax purposes. The Grantors also intend that the share of this Trust for each of their daughters shall be included in the gross estate of such child for federal estate tax purposes, thereby invoking the rules for there being "Crummey powers with testamentary control", all as hereinafter more specifically provided. All provisions of this Trust shall be construed in such a manner as best to effect these intents. B. The Grantors transfer to the Trustee the property listed in Schedule A, to be held and administered according to the terms of this Trust. The Grantors and anyone else may transfer additional property to the Trustee at any time, to be held and administered according to the Trust's terms. The Trustee may refuse to accept any gift if the Trustee deems such rejection to be in the best interests of the Trust and the beneficiaries, and the Trustee may accept a gift subject to one or more conditions imposed by the Trustee or the donor, if the Trustee deems such conditional acceptance to be in the best interests of the Trust and the beneficiaries. No condition imposed on a gift and accepted by the Trustee may in any way alter, amend, or change the rights of a beneficiary with respect to any prior gifts. The Grantors retain no right, title, or interest in any trust property. ARTICLE II Irrevocability This Trust and all interests in it are irrevocable, and neither Grantor has any power to alter, amend, revoke, or terminate any trust provision or interest, whether under this Trust or any statute or other rule of law. ARTICLE III Distributions From the Trust The Trustee will divide the trust fund into as many separate equal shares as may be required to provide one separate equal share for each of the Grantors' daughters living on the date this Trust is created and will hold the separate share for each of the Grantors' daughters. The Trustee need not divide or segregate any assets held collectively by these separate shares, although the Trustee must maintain such .records as will enable the Trustee to render a separate accounting and prepare separate income tax returns, if required, for each such share. A. Until the death of the later of the Grantors to die, immediately following any contribution to the Trust, the Grantors' daughter who is the primary beneficiary of such separate share (the "Primary Beneficiary") shall have the right to withdraw the total amount of the contribution, but, during any calendar year during which the Grantors are married for the entirety of such year, not more than two times the amount of the federal gift tax annual exclusion in such calendar year. The Grantors recognize that the gift tax annual exclusion is now ten thousand dollars ($10,000), but that it may be changed from time to time, and this demand power shall reflect the annual exclusion in effect on the date of the individual gift. With respect to these demand powers, the following rules shall apply: 1. The Primary Beneficiary can exercise this demand power by a written request delivered to the Trustee. If the Primary Beneficiary is unable to exercise this demand power because of a legal disability, including minority, his or her parent (if the Primary Beneficiary is a minor) or any other legally authorized personal representative, including (but not limited to) a guardian, committee, or conservator, may make the demand on the Primary Beneficiary's behalf. However, in no event can either Grantor make the demand for a Primary Beneficiary, regardless of such Grantor's relationship to such Primary Beneficiary. 2. The Trustee must reasonably notify the person who would exercise each Primary Beneficiary's demand power of its existence and of any contributions made to the Trust that are - 2 - subject to the power. An adult Primary Beneficiary may waive all future notices. 3. Each Primary Beneficiary's demand power is noncumulative and lapses sixty (60) calendar days following the date of the transfer to which it relates. 4. The Trustee may satisfy a Primary Beneficiary's demand for a distribution by distributing cash, other assets, or fractional interests in other assets, as the Trustee deems appropriate. Without limiting the Trustee's power to select assets to satisfy a demand, the Grantors prefer that cash or tangible assets be distributed before life insurance policies and intangible assets, unless the Trustee decides that another selection is warranted. 5. "Contribution" means any cash or other assets transferred to the Trustee to be held as part of the trust funds. The amount of any contribution is its federal gift tax value, as determined by the Trustee at the time of the transfer. B. Until the death of the later of the Grantors to die, the Trustee may use some or all of the Trust's net income and principal remaining after the exercise or nonexercise of the demand powers under paragraph A, to pay premiums on policies of life insurance on the life of either or both Grantors, adding to principal any income not so used. 1. The Trustee will not, however, use any trust income or principal in a manner that would discharge either Grantor's legal support obligation or give either Grantor any pecuniary benefit. 2. If any Primary Beneficiary shall die before the later of the Grantors to die, the Trustee will distribute the Trust share for such Primary Beneficiary to the person or persons to whom such Primary Beneficiary appoints such share by specific reference in his or her last will to this general power of appointment. This power of appointment may be exercised in favor of any member or members of a class that includes all of the descendants of the Grantors and the creditors of the estate of such predeceased Primary Beneficiary, and it may be exercised equally or unequally, and either outright or in continued trust, on such terms as such Primary Beneficiary shall indicate in his or her will. In default of such appointment, the Trustee will continue to hold such separate share, to be ultimately distributed pursuant to paragraph C. C. Upon the death of the later of the Grantors to die, the Trustee will hold the Trust funds of each separate share created hereunder (except to the extent a different result is created by - 3 - the exercise of the power of appointment granted in paragraph B), as follows: 1. During the administration under state law of the estate of the later of the Grantors to die, the Trustee may use all of such trust funds, in the Trustee's discretion, to lend money to and buy assets from such estate, on such terms and conditions as the Trustee deems to be in the best interests of the Trust and the beneficiaries. The Trustee will not, however, make grants to such estate or otherwise distribute funds except through bona fide loans or purchases, it not being the Grantors' intention to make any persons other than their descendants and heirs at law the beneficiaries of any trust created hereunder, except as may occur by the exercise of the powers of appointment granted hereunder. If no personal representative is appointed under applicable state law with respect to the estate of the later of the Grantors to die, the "administration" of such estate will include the settlement of debts, claims, and taxes in respect of such Grantor's estate by the trustee of any revocable trust or by any other person in actual possession of assets in which such Grantor had a legal or equitable interest. 2. Upon estate of the later date as the Trustee this paragraph have a. separate equal sham Beneficiaries; and the termination of the administration of the of the Grantors to die, or upon such earlier determines that the purposes of item (1) of been effectuated, the Trustee will: Distribute outright and free of trust the e to each of the then-living Primary b. Distribute the trust share for any Primary Beneficiary who has died prior thereto, to the person or persons to whom such child appoints such trust funds by specific reference in his or her last will to this general power of appointment. This power of appointment may be exercised in favor of any member or members of a class that includes all of the descendants of the Grantor and the creditors of the estate of such deceased Primary Beneficiary, and it may be exercised equally or unequally, and either outright or in continued trust, on such terms as such Primary Beneficiary shall indicate in his or her will. In default of such appointment, the Trustee will distribute such share of the Trust outright and free of trust, subject to the provisions of Article IV, to the then-living descendants, collectively, of such Primary Beneficiary, such descendants to take, per stirpes the share that their ancestor, such deceased Primary Beneficiary, would have taken if living. If such deceased Primary Beneficiary of the Grantor is not survived by then-living descendants, then in default of the exercise of such power of appointment, the Trustee will dis- tribute such share of the Trust outright and free of trust, sub- - 4 - ject to the provisions of Article IV, to the other then-living Primary Beneficiaries and the then-living descendants of any of the Primary Beneficiaries who have theretofore died, per stirpes. c. The Trustee has the sole discretion to make an equitable division of the trust assets, pursuant to this paragraph, and the Trustee may distribute the trust assets in kind, in cash, or partly in each, and the Trustee may fractionalize any trust asset or sell it and distribute the cash, as the Trustee deems to be in the best interests of the Trust and the beneficiaries. D. If all of the beneficiaries of any trust created under this article should die before the trust assets have vested in them, the Trustee will distribute all of the remaining assets of each such trust as follows: 1. One half (Z) (or all, if there are no persons to take under item (2)) to the heirs and distributees of FRANK A. MOSHER who would have taken his estate and in such shares as they would have taken it, had he died unmarried and without a valid will, determined on the later of his death or the death of the last of such beneficiaries to die; and 2. One half (Z) (or all, if there are no persons to take under item (1)) to the heirs and distributees of VIRGINIA B. MOSHER who would have taken her estate and in such shares as they would have taken it, had she died unmarried and without a valid will, determined on the later of her death or the death of the last of such beneficiaries to die. ARTICLE IV Interests Vesting in a Minor If, when any trust created by this instrument ends, any principal vests in absolute ownership in any minor beneficiary, the Trustee may, if deemed appropriate, hold such interest in trust until the beneficiary attains age twenty-five (25), paying so much (including all or none) of the trust's net income and principal to the beneficiary as the Trustee deems appropriate for the beneficiary's health, education, support, and maintenance, adding to principal any undistributed income. The Trustee may make such payments to the beneficiary, or to his or her parent, guardian, or to the person with whom the beneficiary resides, without having to look to the proper application of those payments. The Trustee may also make any payments to a custodian (who may be a Trustee) under any applicable Uniform Transfers (or Gifts) to Minors Act. When the beneficiary attains age twenty- five (25), the Trustee will pay him or her all of his or her remaining trust funds and this trust will end. If the - 5 - beneficiary dies before attaining age twenty-five (25), the Trustee will pay all of such funds to the beneficiary's estate. The authority conferred on the Trustee is a power only and will not operate to suspend absolute vesting of any property in such beneficiary. ARTICLE V Spendthrift Clause To the greatest extent permitted by law, no interest of any beneficiary of any trust created under this instrument shall be subject to the beneficiary's liabilities or creditor claims or to assignment or anticipation. ARTICLE VI Definitions A. At the time this Trust is executed, the Grantors have two daughters, ANNE and EILEEN. A person in gestation who is later born alive shall be treated as alive during the period of gestation for purposes of determining (1) whether any person has died without leaving descendants surviving him or her; (2) the right to distributions on the termination of a trust created under this instrument; and (3) any person's right to share in required principal distributions, though for all other purposes such person's rights accrue only from the date of birth. B. A Trustee is "disabled" or under a "disability" when- ever any Trustee other than a disabled Trustee or, if there is no such Trustee, any person who would become successor Trustee on such determination of disability, receives written certification from two physicians regularly attending such Trustee, at least one of whom is board-certified in the specialty most closely associated. with the alleged disability, that such Trustee has become physically or mentally incapacitated, regardless of cause and regardless of whether or not there has been any adjudication of incompetence, mental illness, or need for a committee, conservator, guardian, or other personal representative. A Trustee is recovered from his or her disability whenever a then- serving Trustee receives written certification from two physicians regularly attending such disabled Trustee, at least one of whom is board-certified in the specialty most closely associated with the alleged disability, that he or she is no longer incapacitated and is again able to manage his or her own personal and financial affairs. No Trustee is liable to anyone, including a Grantor, for removing anyone from the Trusteeship, if such Trustee relied in good faith on the aforementioned physicians' certifications. No one else is liable to anyone for - 6 - dealing with a Trustee other than the one removed for disability, if such removal was made upon good-faith reliance on the aforementioned physicians' certifications. C. No person shall be deemed to have survived either Grantor for purposes of this Trust unless he or she is living on the date thirty (30)~days after the date of such Grantor's death, as determined by applicable legal death certificates. D. All tax-related terms mean the same things in this Trust instrument as they mean in the Internal Revenue Code of 1986, as amended. E. "Per stirpes" means by right of representation, and a disposition to an individual and his or her "descendants per stirpes" requires that the individual's children, whether or not living at the time of the disposition, be treated as the original stocks and that a further subdivision be made at each succeeding generation. F. There is only one signed original of this Trust. Anyone may rely on a copy of said document as certified by a notary public or similar official to be a true copy of the signed original (and of the amendments or other writings, if any, endorsed on or attached thereto) to the same effect as if such copy were the signed original. Anyone may rely upon any statement of fact certified by anyone who appears from the original document or a certified copy thereof to be a Trustee hereunder. ARTICLE VII Trustee's Powers A. The Trustee is exclusively empowered to do the following, in the Trustee's fiduciary capacity: 1. To hold and retain all or any property received from any source, without regard to diversification, risk, productivity, or the Trustee's personal interest in such property in any other capacity, and to keep all or part of the trust property at any place within the United States or abroad. 2. To invest and reinvest the trust funds (or leave them temporarily uninvested) in any type of property and every kind of investment, including (but not limited to) corporate obligations of every kind, preferred or common stocks, securities of any regulated investment trust, and partnership interests. - 7 - 3. To participate in the operation of any business or other enterprise, and to incorporate, dissolve, or otherwise change the form of such business. 4. To deposit trust funds in any commercial savings or savings and loan accounts. 5. To borrow money for any reasonable. trust purpose and upon such terms, including (but not limited to) interest rates, security, and loan duration, as the Trustee deems advisable. 6. To lend trust fund terms, including (but not limited and loan duration, as the Trustee however, that the Trustee may not estate without receiving adequate of interest. s to such persons and on such to) interest rates, security, deems advisable; provided, lend money to either Grantor's security and an adequate rate 7. To sell or otherwise dispose of trust assets, including (but not limited to) trust real property, for cash or credit, at public or private sale, and with such warranties or indemnifications as the Trustee deems advisable. 8. To buy assets of any type from any person on such terms, including (but not limited to) cash or credit, interest rates, and security, as the Trustee deems advisable; provided, however, that the Trustee may not buy assets from either Grantor's estate other than at their fair market value. 9. To improve, develop, manage, lease, or abandon any trust assets, as the Trustee deems advisable. 10. To hold property in the name of any custodian or nominee, without disclosing this Trust; but the Trustee is responsible for the acts of any custodian or nominee so used. 11. To pay and advance money for the Trust's protection and for all expenses, losses, and liabilities sustained in its administration. 12. To prosecute or defend any action for the protection of the Trust, the Trustee in the performance of the Trustee's duties, or both, and to pay, contest, or settle-any claim by or against the Trust or the Trustee in the performance of the Trustee's duties. 13. To employ persons, even if they are associated with the Trustee, to advise or assist the Trustee in the performance of the Trustee's duties. - 8 - 14. To determine what is principal or income and what items shall be charged or credited to either. 15. To execute and deliver any instruments necessary or useful in the exercise of any of these powers. B. With respect to any life insurance policies held as part of the trust funds, the following special rules shall apply: 1. The Trustee may, in the Trustee's discretion, pay any premiums or other charges from trust income or principal. If the trust funds are inadequate to pay such premiums or charges, the Trustee may, in the Trustee's discretion, do one or more of the following: (a) use any automatic premium loan feature; (b) borrow against any policy cash reserves (whether or not on the policy for which premium or charges will be paid); or (c) elect any automatic nonforfeiture feature. The Trustee shall have no duty to do any of these unless the Trustee has received specific written notice that a premium or charge has not been paid. 2. Any additional insurance policies, no matter how acquired (including, but not limited to acquisition by gift, conversion, reissue, consolidation), should be listed on Schedule A, but failure to do so does not affect the Trust's policy ownership. 3. The Trustee may, in the Trustee's discretion, refuse to enter into or maintain any litigation, endorse policy payments, or take other action respecting any trust insurance policies, until indemnified against all expenses and liabilities that, in the Trustee's judgment, may be involved in such action. 4. The Trustee need not inquire whether or not the Trustee or the Trust has been designated the beneficiary of any insurance policy or other death benefit, and the Trustee need not act with respect to such policies until receipt of written notice that the Trustee or the Trust is a beneficiary of the policy. C. In making any payment to a minor or disabled bene- ficiary, the Trustee may expend such payments for the benefit such beneficiary or make such payments to such beneficiary, or his or her parent, guardian, personal representative, or the person with whom he or she resides, without having to look to proper application of those payments. This paragraph does not limit the Trustee's powers and must be construed to enable the Trustee to give each beneficiary the fullest possible benefit enjoyment of all of the trust income and principal to which he she is entitled. of to the and or - 9 - ARTICLE VIII The Trustee A. A Trustee may designate any individual or institution as a co-trustee, by a written instrument. Any co-trustee or successor Trustee may, without liability, accept without examination or review the accounts rendered and the property delivered by any predecessor Trustee. Each successor Trustee has the same title, powers and duties as the Trustee succeeded, without any additional conveyance. A co-trustee so named shall serve only as long as the Trustee who appointed such co-trustee (or, if such co-trustee was named by more than one Trustee acting together, by the last to serve of such Trustees), and such co- trustee shall not become a successor Trustee upon the death, resignation, or disability of the Trustee who appointed such co- trustee, unless such co-trustee is elected as successor Trustee pursuant to paragraph E of this article. Any reference to a "Trustee" refers equally to any successor Trustee. B. Any Trustee may, from time to time, delegate to any other Trustee by written instrument any or all of such Trustee's powers (except those, if any, not exercisable by such other Trustee). Such delegation may be temporary or permanent, and if temporary, may be for any duration of time or until any event specified by the delegating Trustee. Any person dealing in good faith with any Trustee may rely without inquiry upon the Trustee's certificate with respect to any delegation. C. No Trustee shall be required to provide surety or other security on a bond. D. Any Trustee may resign by giving written notice specifying the resignation's effective date to the designated successor Trustee, if there is one, or otherwise to each adult beneficiary of the current trust income, to a custodial parent of each minor beneficiary of current trust income, and to the legal guardian of any beneficiary of current trust income having a legal guardian, each determined at the time such notice is given. A corporation authorized to render trust services shall be named successor Trustee by majority vote of .the income beneficiaries, with the adult beneficiaries voting on their own behalf, one vote being cast for each minor income beneficiary by his or her custodial parent, and one vote being cast by the legal guardian for any beneficiary having a legal guardian. For purposes of this article, the right to receive "support" from the Trust is a right to current trust income. Notwithstanding the foregoing, in no-event may either Grantor vote in the election of any successor Trustee. E. No Trustee shall be required to obtain the order of any court to exercise any power or discretion under this Trust. - l0 - F. No Trustee shall be required to file any accounting with any public official. The Trustee must, however, maintain accurate records concerning the trust. Each year, furthermore, the Trustee shall furnish an annual accounting of the Trust's condition, including receipts and disbursements, to each adult beneficiary of the current trust income, to a custodial parent of each minor beneficiary of current trust income, and to the legal guardian of any beneficiary of current trust income having a legal guardian, each determined at the time such notice is given. This required accounting may be satisfied by a copy of the Trust's federal income tax return, if one is required. G. Any corporate Trustee is entitled to compensation based on its published fee schedule in effect at the time its services are rendered. ARTICLE IX Miscellaneous A. This Trust shall be governed by and construed according to the laws of Pennsylvania. B. Whenever the context of this Trust requires, the masculine gender includes the feminine and neuter, and vice versa, and the singular number includes the plural, and vice versa. C. In accordance with the purpose of the Trust, the Trustee is authorized, with or without Court approval, to make administrative and ministerial modifications to the provisions of this Agreement for the purpose of conforming to changes in law or factual or economic circumstances. Any such modification shall be in all events consistent with the Grantors' intent upon creation of the Trust, and shall be in writing, signed by the Trustee, with copies delivered to the Grantors and the beneficiaries of the Trust. D. If the Trustee is acting as Trustee of another trust with terms and provisions substantially similar to this Trust, the Trustee is empowered, in the sole discretion of the Trustee, reasonably exercised, to consolidate the trusts herein created with such other trust,~insofar as it is practicable, not in substantial conflict with the terms of this Trust or of such other trust, and not in derogation of any tax-saving provision of any applicable state or federal law. Provisions of this Trust and such other trusts shall be considered substantially similar even if there are minor variations as to the management and distribution of the trusts. The determination by the Trustee as to any consolidations hereunder shall be final and conclusive upon all parties. - 11 - E. If the market value of any separate trust hereunder shall fall below Twenty-Five Thousand Dollars ($25,000.00), and provided the Trustee, in the Trustee's discretion, determines that the continuation thereof is no longer consistent with the trust purpose and in the best interests of the beneficiary(s), the Trustee may distribute the property of such trust to the person or persons then entitled to receive the income therefrom, and in the proportions as such persons are then entitled to receive the income therefrom, insofar as specified in 'such trust, otherwise in equal shares. In determining whether or not to make an early distribution in accordance with the foregoing, the Trustee shall not only take into account the present fair market value of the trust, but if trust property includes one or more contracts, the Trustee shall also take into account, to the extent the Trustee deems appropriate, the anticipated value of such contracts at maturity. IN WITNESS WHEREOF, the Grantors and the Trustee have hereunto set their hands and seals all as of the day and year first above written. Witness: G T RS: FRANK A. M SH (1~~ '~~. VIRG IA B. MOSHER TRUSTEE: ~~ ~ PAUL M. MOSHER - 12 - SCHEDULE A One Dollar ($-1.00) - Attached below We, the undersigned FR R A. MOSHER and VIRGINIA B. MOSHER, this ~~"'~~C day of 1993, do hereby acknowledge that in our capacity as Gra tors of the accompanying MOSHER FAMILY IRREVOCABLE TRUST, we have paid to PAIIL M. MOSHER as Trustee thereof One Dollar ($1.00) in cash, appearing above, such payment representing the initial funding of such Trust. F R A. ER (1 ~- VIRGINII~ B. MOSHER ACKNOWLEDGEMENT OF RECEIPT PAUL M. MOSHER - 13 - r COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ~y/.~t~~t,s~.. . On this, the _ !~-~'~ day of ~ , 1993, before me, a Notary Public, the undersigned office , personally appeared FRANK A. MOSHER and VIRGINIA B. MOSHER, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within MOSHER FAMILY IRREVOCABLE TRUST, who acknowledged to me that they executed the same for the purposes therein contained. seal. IN WITNESS WHEREOF, I hereunto set my hand and official Notary Public (SEAL) NOTARIAL SEAL Judith A. Nordstrom, Notary Public Harrisburg, PA Dauphin County My Commission Expires Sept. 21,1993 - 14 - EXHIBIT B Security Savings ,~,~St~1?'tS~ 11ZC. P.D. Box 373, New Cumbertartd PA I7a7~ P~aone: (717} 901-7(188 1 800 233 7122 FAX: 717-901-7010 Frank A. Mosher, CEO Security Savings Systems, Inc. 901 Market Street New Cumberland, PA 1707t) October 28, 2009 Dear Sir: Oue to your breach of contract, we hereby tender our resignallan as employees and oificE Security Savings Systems, effective November 10`h, 2009. You wi11 note we are giving yo customary two weeks notice, at your discretton_ Should you desire that we stay on through the end of the year, we wlll consider that in tv~n cases: (1} It you buy back our Seeurlty Savings Systems, Inc. stock within the two week we w~l continue working as employees under the current employment arrange through December 31~`. (2} It you transfer all stocks from the estate of Virginia B. Mosher, voting and non voting, to Paul M. Mosher within the two week period we will withdraw our resignations and remain with the company. Should you choose not to exercise either of the above options, then we will attempt to liq our hddings in the company otherwise, at our discretion: Sincerely, ~~~~ ~~" (i Jean M. Mosher, Vice President & Paul M. Mosher, President EXHIBIT C From: 717 901 701 D 04f 21 f 2010 09:48 #325 P. 005f 005 sale in connection with, distribution of any of the shares and with no present intention of selling any of them. SECTION THREE ENTIltE AGREEMENT This agreement constitutes the entire agreement between the parties and supersedes any prior written or oral understandings, agreements, or conditions. No change, modification, amendment, or addition will be valid unless it is in writing and signed by the party against whom enforcement of any change, modification, amendment, or addition is assigned. The terms of this agreement will survive the transfer of Seller's stock to Buyer. SECTION FOUR PARTIES BOUND; ASSIGNMENT All covenants, agreements, representations, and warranties set forth in this agreement are binding on and inure to the benefit of the successors and assigns of the parties. The parties cannot assign this agreement or any of their rights under this agreement except by operation of law to their personal representatives or heirs in the event of their death, incapacity, or dissolution, as the case maybe, in which case this agreement and all of the parties' obligations and benefits will be binding on and inure to the benefit of the party's personal representatives, heirs and successors. SECTION FIVE GOVERNING LAW This agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. WITNESSES: ~!~~c~ ,' JEAN M. MOSI3ER("Seller") THE MOSHER 1?AM3LY IRREVOCABLE TRUST ("Buyer") By: Paul M. Mosher, Trustee -~ F:1Homc1BJW1DOC91SECUR[TY SAViN03 BYSTEM3~4WCk Purehue Aareemeecwpd