Voting Trust Agreement

VOTING TRUST AGREEMENT
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THIS AGREEMENT, made this last day of May, 1996, by and among Goldberg-Zoino Associates of New York, P.C., a New York professional services corporation (together with its successors, the "Company"), the stockholders of the Company who have executed the signature page hereto (the "Beneficiaries"), Richard M. Simon as Trustee, and his successors in trust (the "Trustees") and GZA GeoEnvironmental Technologies, Inc., a Delaware corporation ("GZA Technologies").


WHEREAS, the Beneficiaries are the holders of record of 100% of the issued and outstanding capital stock of the Company being common stock, without par value (the "Common Stock"), and


WHEREAS, the Beneficiaries deem it necessary, advisable and in their best interests, in order to secure continuity, stability and centralization of policy and management of the Company, to deposit all of their Common Stock with the Trustee, and


WHEREAS, the Beneficiaries, the Company and GZA Technologies have agreed upon the Trustee, and upon the form of this Agreement, and


WHEREAS, the Trustee is an individual duly licensed to practice professional engineering in the State of New York, and


WHEREAS, the Trustee has consented to act under this Agreement for the purposes herein provided,


NOW, THEREFORE, it is hereby agreed as follows:


1. FILING OF AGREEMENT. A copy of this Agreement, and of every amendment hereto, shall be filed at the principal office of the Company in Buffalo, New York and in the principal office of GZA Technologies in Newton Upper Falls, Massachusetts (collectively, the "Principal Offices") and shall be open to the inspection of any stockholder of the Company, or any beneficiary of the trust under this Agreement, daily during business hours.


2. CONVEYANCE OF COMMON STOCK. Subject to the terms and conditions hereof, each Beneficiary does hereby grant, assign, transfer, pledge and convey to the Trustee such Beneficiary's entire right, title and interest in the shares of Common Stock set forth next to his name on Schedule A to this Agreement. All right, title and interest in the shares of Common Stock so granted, assigned, transferred, pledged and conveyed to the Trustee and any shares of capital stock of the Company hereafter acquired by the Beneficiaries, together with all distributions, dividends, proceeds and rights with respect thereto, are herein collectively referred to as the "Trust Estate".


3. DECLARATION OF TRUST. The Trustee declares that he will hold the Trust Estate in trust upon and subject to the terms and conditions set forth herein for the use and benefit of the Beneficiaries. To the extent that the provisions hereof are or may be construed as inconsistent with the provisions of that certain Stockholders' Agreement of even date among the Company and its stockholders (the "Stockholders' Agreement"), the provisions hereof shall be deemed paramount and controlling prior to the termination hereof or the determination by a court of competent jurisdiction in a final judgment that this Agreement is not enforceable.


4. DEPOSIT OF STOCK CERTIFICATES. The Beneficiaries shall initially deposit with the Trustee certificates for such number of shares of Common Stock as is set forth next to the Beneficiaries name on Schedule A to this Agreement and, additionally, shall so deposit any shares of Common Stock received by a Beneficiary after the date of this Agreement. All such stock certificates shall be endorsed or accompanied by such instruments of transfer as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee. Such certificates shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of the Trustee as voting trustee. Such new certificates shall state that they are issued pursuant to this Agreement, and that fact shall also be stated in the transfer books of the Company.


5. LEGAL TITLE TO TRUST ESTATE. No person except the Trustee shall have legal title to any part of the Trust Estate. No transfer or purported transfer, by operation of law or otherwise, of any right, title or interest of a Beneficiary in and to the Trust Estate shall operate to terminate this Agreement or the Trust created hereby or effect any dissolution or entitle any successor or transferee of any Beneficiary to an accounting or to any other right with respect to the Trust Estate.


6. DELIVERY UPON TERMINATION OF AGREEMENT. Promptly following the termination of this Agreement, the Trustee shall deliver to the Beneficiaries certificates for the number of shares of Common Stock properly distributable to them (together with any moneys


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2 and property received by the Trustee and properly distributable to such persons in respect thereof). Such delivery shall be made only after payment by the persons entitled to receive such stock certificates of a sum sufficient to cover any stamp tax or governmental charge in respect of the transfer of such stock certificates. Upon such delivery, such persons shall have no further rights under this Agreement.


At any time subsequent to 30 days after the termination of this Agreement, the Trustee may deposit with the Company stock certificates representing the number of shares of Common Stock then held by him in trust hereunder (together with any moneys and property received by the Trustee and properly distributable thereon), with authority in writing to the Company to deliver the same in like manner and upon the same terms and conditions provided in the preceding paragraph; and upon such deposit all further liability of the Trustee for delivery of such stock certificates (and such moneys and property, if any) shall cease.


7. DIVIDENDS AND DISTRIBUTIONS. Any dividends or distributions in respect of the Common Stock deposited with the Trustee, whether in cash, securities or other property, shall be held by the Trustee subject to the terms of this Agreement.


8. DISSOLUTION OR LIQUIDATION. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Trustee shall receive the moneys, securities, rights or property to which the holders of the Common Stock deposited hereunder are entitled and the Trustee shall hold the same subject to the terms of this Agreement, unless or to the extent otherwise directed by all of the parties hereto (including their successors and assigns, as appropriate) by a writing signed by all such persons.


9. MERGER OR CONSOLIDATION. In case the Company is merged into or consolidated with another corporation, or all or substantially all of the assets of the Company are transferred to another corporation, then in connection with such transfer the term "Company" for all purposes of this Agreement shall be deemed to include such corporation, and the Trustee shall receive and hold under this Agreement any stock of such corporation received on account of the ownership, as Trustee hereunder, of the Common Stock held prior to such merger, consolidation or transfer, and any moneys or other property so received shall be held as provided herein. The term "Common Stock" shall be deemed to include any stock which may be received by the Trustee pursuant to this Paragraph 9 in respect of or in exchange for all or any part of the Common Stock held hereunder.


10. VOTING OF STOCK. Until the termination of this Agreement pursuant to Paragraph 16, the Trustee shall have the right to exercise in person or by his nominees or proxies, all Stockholders' rights and powers in respect of all Common Stock deposited hereunder, including the right to vote thereon and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. Such right to vote shall include the right of the Trustee to vote for the election of directors (including himself as a director), and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting or for the consent of stockholders. Without limiting such general right, it is understood that such resolution or action may include the mortgaging or pledging of all or any part of the property of the Company, the lease or sale of all or any part of the property of the Company for cash, securities or other property, the amendment of the Company's charter or by-laws, the dissolution of the Company or the consolidation, merger, reorganization or recapitalization of the Company.


11. ACCEPTANCE OF TRUST ESTATE AND CERTAIN DUTIES. The Trustee accepts the Trust created hereby and agrees to perform the same pursuant to the terms of this Agreement, and the Trustee agrees to receive and disburse, or cause to be received and disbursed, all moneys constituting part of the Trust Estate in accordance with the terms hereof. The Trustee shall not be liable to any Stockholder or any other person or party to this Agreement by reason of any act done or omitted, any error of judgment, or any mistake of fact or law, unless such act, omission, error or mistake is made intentionally and in bad faith, or recklessly. Without limiting the generality of the foregoing, the Trustee shall have no liability for any action taken by him that is required to be taken under the Stockholders' Agreement of even date herewith among the parties hereto. GZA Technologies hereby agrees jointly and severally to indemnify the Trustee against any loss, liability or expense incurred by the Trustee which arises out of or in connection with his service as Trustee hereunder, including the cost or expense of defending any claim of liability therefor, which is not due to the Trustee's intentional bad faith or recklessness. The Trustee may consult with counsel of his own choice, at the expense of GZA Technologies, and shall have no liability whatsoever for any action taken or omitted in good faith in accordance with the advice of such counsel. Trustee shall be named as an Insured Person in GZA Technologies; Directors' and Officers' or Executive Liability Insurance Policies.


12. SEGREGATION OF FUNDS. Moneys received by the Trustee hereunder shall be deposited in an interest-bearing account with a bank designated by the Board of Directors of GZA Technologies under such general conditions as may be prescribed by law and by the general banking department of such bank. Such account shall be deemed a part of the Trust Estate to be held for the benefit of the Beneficiaries. Disbursements therefrom, as authorized by the Trustee, may be made from time to time by the Trustee to the Beneficiaries so as to reimburse the Beneficiaries in the amount of any federal or state taxes then or theretofore due to be paid by the Beneficiaries and assessed solely and directly upon income or gain of the Beneficiaries derived from the Common Stock.


13. VALIDITY OF ACTIONS. Any sale or other conveyance of the Common Stock, or vote or other approval of the Common Stock, by the Trustee made in accordance with this Agreement shall be binding upon all persons and shall be effective for the purpose so


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taken, including without limitation, the transfer and conveyance of all right, title and interest of the Trustee and the Beneficiaries in and to the Common Stock. No person shall be required to inquire as to the authorization, necessity, expediency or regularity of any such action, including without limitation, the sale or conveyance of the Common Stock or, in such instance, as to the application of any sale or other proceeds with respect thereto by the Trustee.


14. ADMISSION OF ADDITIONAL BENEFICIARIES AND TRANSFER OF A BENEFICIARY'S INTEREST. Subject to the applicable provisions of the Stockholders' Agreement, and conditions hereinafter set forth, (i) the Trustee may consent at any time and from time to time to the admission of one or more additional Beneficiaries, and (ii) the Trustee may consent to, and, provided the Trustee shall have so consented, a Beneficiary may convey all or any portion of his right, title and interest in and to this Agreement, the Trust Estate and the Trust created hereby. The admission of an additional Beneficiary, or the transfer of the right, title and interest of an existing Beneficiary as aforesaid, shall be subject to the following further conditions: (i) such additional Beneficiary or transferee shall be a "Permitted Transferee" as defined in the Stockholders' Agreement (for purposes of this Agreement, a "Qualified Person"); (ii) such additional Beneficiary or transferee shall have entered into an amendment or amendments to the Stockholders' Agreement, and this Voting Trust Agreement, whereby such additional Beneficiary or transferee becomes a party to each of such agreements, agrees to be bound by terms of, and undertakes all of the obligations of a Beneficiary or other party under, this Agreement and said other agreements, such amendments in each case to be satisfactory to the parties hereto.


15. RESIGNATION OR REMOVAL. The Trustee hereunder may at any time resign by mailing or delivering to the Company, GZA Technologies and each of the Beneficiaries a written resignation, to take effect on such date specified therein. In the event of death, incompetence or resignation of the Trustee hereunder or in the event the Trustee is no longer an officer of GZA GeoEnvironmental, Inc., a Massachusetts Corporation (a wholly-owned subsidiary of GZA Technologies), a successor Trustee, who shall be a Qualified Person, shall be nominated by those Qualified Persons who are officers of GZA GeoEnvironmental, Inc. or of GZA Technologies and elected by all of the Beneficiaries (the "Holders").


The Holders, with the written approval of the Board of Directors of GZA Technologies, may remove any Trustee hereunder by their due execution and acknowledgment of a deed of removal, filed in the Principal Offices, a copy of which shall be delivered to the Trustee. Such removal shall become effective only upon delivery to the Trustee of such deed of removal, together with copies of the instruments appointing a successor ...