{"id":43800,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/dividend-agreement-richard-m-scrushy-healthsouth.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"dividend-agreement-richard-m-scrushy-healthsouth","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/dividend-agreement-richard-m-scrushy-healthsouth.html","title":{"rendered":"Dividend Agreement &#8211; Richard M. Scrushy, Healthsouth Rehabilitation Corp., John W. McRoberts, Michael D. Martin, and Capstone Capital Trust Inc."},"content":{"rendered":"<pre>\n                               DIVIDEND AGREEMENT\n\n\n                 THIS DIVIDEND AGREEMENT, entered into as of June 15, 1994, by\nand among RICHARD M. SCRUSHY, HEALTHSOUTH REHABILITATION CORPORATION, JOHN W.\nMCROBERTS and MICHAEL D. MARTIN (collectively referred to herein as the\n'Founding Stockholders'), and CAPSTONE CAPITAL TRUST, INC. (the 'Company'), as\nfollows:\n\n                 WHEREAS, the Founding Stockholders are the holders, in the\naggregate, of 180,000 shares of the common stock, $.001 par value (the 'Common\nStock') of the Company, constituting all of the issued and outstanding shares\nof the Company (the 'Founders' Shares');\n\n                 WHEREAS, the Company has filed a Registration Statement on\nForm S-11 with the Securities and Exchange Commission on April 15, 1994, as\namended, registering up to 6,670,000 shares of its Common Stock, in connection\nwith the Company's initial public offering (the 'Initial Public Offering');\n\n                 NOW, THEREFORE, in consideration of the benefits to the\nFounding Stockholders from the completion of the Initial Public Offering, the\nFounding Stockholders and the Company agree as follows:\n\n         1.       Consent Dividend.  For each quarter during the term \nof this Agreement for which the Company's annualized dividends paid to the other\nholders of the Company's Common Stock do not equal or exceed $1.70 per share\n($0.425 per share per quarter), the Founding Stockholders agree to treat as a\ndividend such amounts as shall be specified in a written consent to be filed by\nthe Company with its income tax return (the 'Consent Dividend') and to include\nsuch amounts in gross income for federal income tax purposes.\n\n                 2.       Effect of Consent Dividend.  The Founding \nStockholders and the Company acknowledge that, for federal income tax purposes,\nthe amount of the Consent Dividend shall be considered as (a) a distribution in\nmoney by the Company to the Founding Stockholders on the last day of the\nCompany's taxable year and (b) a contribution to the capital of the Company by\nthe Founding Stockholders on the same date.\n\n                 3.       Term.  The term of this Agreement shall begin with\nthe quarter ending September 30, 1994, and shall continue thereafter for the\nnext succeeding five (5) calendar quarters.\n\n                 4.       Rights of Founding Stockholders.  Nothing in this\nAgreement shall impair the other rights and benefits, including, without\nlimitation, voting rights, of Founders' Shares or prevent the Founding\nStockholders from exercising all other rights and powers applicable to the\nFounders' Shares as provided in the Company's Charter and Bylaws or by\napplicable law.\n\n\n\n\n\n\n                 5.       Scope of Agreement.  This Agreement shall apply\nonly to the Founders' Shares and shall not apply to any other shares of Common\nStock of the Company acquired by the Founding Stockholders.\n\n                 6.       Restrictive Legend.  Upon execution of this\nAgreement, each and all certificates for the Company's Common Stock owned by\nthe Founding Stockholders evidencing the Founders' Shares shall be delivered to\nthe Company, and the back of each such certificate shall be endorsed with a\nlegend substantially as follows:\n\n                 The dividends payable with respect to the shares of Common\n                 Stock represented by this Certificate are restricted by, and\n                 subject to the terms and provisions of, a Dividend Agreement,\n                 dated June 15, 1994.  A copy of the Dividend Agreement, as\n                 amended, is on file in the office of the Secretary of the\n                 Company.  By acceptance of this Certificate, the holder hereof\n                 agrees to be bound by the terms of said Dividend Agreement, as\n                 amended.;\n\nAfter endorsement, the certificates shall be returned to said Founding\nStockholders who shall, subject to the terms of this Agreement, be entitled to\nexercise all rights of ownership of such stock.\n\n                 7.       Binding Effect.  This Agreement shall be binding upon\nor inure to the benefit of the Company, the Founding Stockholders, and their\nrespective successor, heirs, legatees, executors, personal representatives and\nassigns.\n\n                 8.       Entire Agreement.  This instrument contains the\nentire agreement of the parties hereto with respect to the subject hereof, and\nno modification, amendment, change or discharge of any term or provision of\nthis Agreement shall be valid or binding unless the same is in writing and\nsigned by all the parties hereto.\n\n                 9.       Applicable Law.  The validity, construction,\napportionment and effect of this Agreement shall be governed by the laws of\nAlabama.\n\n                 10.      Counterparts.  This Agreement may be executed in\nany number of counterparts, and each counterpart shall for all purposes be\ndeemed to be an original.\n\n\n\n\n\n\n                 IN WITNESS WHEREOF, the parties have executed this Agreement\neffective as of the date first above written.\n\n\n\n                                        HEALTHSOUTH Rehabilitation Corporation\n\n\n                                        \/s\/ Richard M. Scrushy\n                                        --------------------------------------\n                                        Richard M. Scrushy, President\n                                                \n\n\n                                        \/s\/ John W. McRoberts\n                                        --------------------------------------\n                                        John W. McRoberts\n                                        \n\n\n                                        \/s\/ Michael Martin\n                                        --------------------------------------\n                                        Michael Martin\n                                        \n\n\n\n                                        CAPSTONE CAPITAL TRUST, INC.\n\n\n                                        \/s\/ John W. McRoberts\n                                        --------------------------------------\n                                        John W. McRoberts, President\n                                                \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9629,9633],"class_list":["post-43800","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43800","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43800"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43800"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43800"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43800"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}