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HomeMy WebLinkAboutSUB202200047 Agreements 2022-07-21THEHARDING F"ILYREVOCABLE TRUST We, Charles E. Harding ("Gene"), and Marion M. Harding ("Marion"), the Grantors and Trustees, of Albemarle County, Virginia, agree on April 10, 2020, as follows. ARTICLE L CONTINUATION OF TRUST A. Creation of Trust. We declare that we hold as Trustees the assets listed on Schedule A attached hereto and declare our intention to transfer additional assets to this Trust to be held upon the trust terms by the Trustee or Trustees then serving. B. Name. This Trust Agreement shall be referred to herein as "The Harding Family Revocable Trust". C. Family. We are married to each other. We have two children, Dawn M. Baber ("Dawn"), born August 25, 1969, and Karen D. Walker ("Karen"), born November 8, 1971. D. Trustees. We shall serve as Co -Trustees until the resignation, incapacity, or death of one of us, after which the remaining Grantor may serve as sole Trustee. While both of us are serving as Co -Trustees, either Trustee may act alone. Both of us while serving as Co -Trustees, or one of us while serving as sole Trustee, may appoint a successor Trustee, but if we both resign or cease to serve because of incapacity or death without appointing a successor, our daughter, Karen D. Walker, shall become our successor Trustee. Any other vacancy in the office of Trustee shall be filled as provided in Article VII.E. Successor Trustee. We or our successor Trustee ("our Trustee") shall administer all the assets received in trust under the terms of this Trust Agreement. ARTICLE II. DISPOSITION OF TRUST WHILE AT LEAST ONE GRANTOR IS LIVING While at least one of us is living, the trust shall be administered as follows: A. Distribution of Income and Principal. Our Trustee may pay to either Grantor, or for his or her benefit, as much of the net income or principal as our Trustee may deem appropriate for any purpose. No one, including a remainder beneficiary under this Trust 9 1 G1� jInitials intaql a� Page 1 of 18 Agreement, shall have the right to challenge any such payments on the ground that they are excessive, unnecessary, or extravagant. In addition, our Trustee may pay to or for the benefit of any of our descendants, as much of the net income or principal of the Trust as our Trustee may deem necessary for their support, health and education. Without limiting the discretion of our Trustee, we declare that our purpose in creating the trust is to provide first for ourselves and second for our descendants to the extent not inconsistent with the first objective. Payments need not be made equally to the beneficiaries. Our Trustee shall annually add any undistributed income to principal. B. Amendment. We may amend this Trust Agreement at any time by a writing delivered to our Trustee, which must be signed by both of us while we are both living or by the Surviving Grantor after the death of one Grantor. We have given our respective agents under our general powers of attorney authority to amend this Trust Agreement on our behalf. C. Revocation. Each of us reserves the right to revoke this trust by giving written notice of revocation, which must be signed by the revoking Grantor and delivered to the other Grantor and our Trustee. In such event, this trust shall terminate. If we both are living and are not divorced, our Trustee shall distribute to us as tenants by the entireties all trust assets that retain immunity from the claims of our separate creditors as provided in Article IX.L Tenancy by the Entireties Property. Our Trustee shall distribute all other trust assets to us in equal shares if we are both living or to the Surviving Grantor if one of us is then deceased. If this Trust Agreement has been revoked, but at a Grantors death any assets are payable to our Trustee, our Trustee shall distribute the assets to that Grantor's estate. ARTICLE III. DISPOSITION OF TR UST AFTER DEATH OF BOTH GRANTORS After both our deaths, the trust shall be governed by the following provisions: A. Trust Assets. For the purpose of this Article, "Trust Assets" shall include any remaining principal and undistributed income of the trust and other assets received by the Trustee by reason of the Surviving Grantor's death. B. Tangible Personal Property. 1. We may leave behind a list or other written statement giving certain items Ifl; Initials Initials Page 2 of 18 of tangible personal property in the trust or received by our Trustee by reason of a Grantor's death. In order to be effective, any such writing must be signed by at least one of the Grantors, dated, and in existence at the time of the Surviving Grantor's death; provided, that if more than one such writing exists, to the extent the writings are inconsistent, the last dated writing shall control. Any such writing shall be legally binding. If no such writing is found and properly identified by our Trustee within sixty days of the Surviving Grantor's death, it shall be conclusively presumed that no such writing exists. To the extent any items of tangible personal property among the Trust Assets are not disposed of by such a writing, they shall be distributed as directed in the remainder of this Article. 2. Our Trustee shall distribute all tangible personal property located in the house disposed of under Article III, Section C(1) of this Trust to Dawn, or if she is not then living, to Dawn's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes. Our Trustee shall distribute all tangible personal property located in the house disposed of under Article III, Section C(2) of this Trust to Karen, or if she is not then living, to Karen's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes. Our Trustee shall divide all remaining tangible personal property into two parts. The first part shall consist of all tangible personal property that our Trustee may deem appropriate for distribution to our descendants in kind, and our Trustee shall distribute this part in shares as nearly equal in value as practicable (to be divided as our Trustee deems appropriate) to our children who are then living and to the then living descendants, per stirpes, of our children who are then deceased. The second part shall consist of the balance of the tangible personal property, and our Trustee shall sell this part and distribute the net proceeds as provided in Article III, Section C(3). C. Disposition of Residue of Trust Assets. 1. Two -Acre Parcel of Albemarle County Land and Appurtenances. Our Trustee shall distribute to Dawn, or if she is not then living, to Dawn's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes, the following described real property: Page 3 of 18 IF ' _ Initials nitiall' All that certain tract or parcel of land, with improvements thereon and appurtenances thereunto, fronting on the south side of State Route 713 in the Scottsville Magisterial District of Albemarle County, Virginia, containing 2.00 acres, more particularly described by plat of Huffman - Foster and Associates dated December 11, 1970; being the same property in all respects conveyed to Charles E. Harding and Marion M. Harding, as tenants by the entireties, by Deed of James E. Harding and Moncie Harding, husband and wife, dated December 16, 1970, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia in Deed Book 481, page 319; and being the same property in all respects conveyed by Charles E. Harding and Marion M. Harding, husband and wife, as tenants by the entirety, to Charles E. Harding and Marion M. Harding, Trustees of the Harding Family Revocable Trust under Trust Agreement dated April 10, 2020 by Deed dated April 10, 2020. 2. Twenty -Eight -Acre Parcel of Albemarle County Land and Appurtenances. Our Trustee shall distribute to Karen, or if she is not then living, to Karen's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes, the following described real property, including the house located on such property: All that certain tract or Parcel of land, with improvements thereon and appurtenances thereunto belonging, situated in Scottsville Magisterial District of Albemarle County, Virginia, containing Twenty-eight (28.00) acres, more or less, said lands fronting on Glendower Road (formerly known as Old Stump Road) and being more particularly described as the residue of a 30 acre parcel depicted as Lot #14 by a two page plat of survey prepared by Hugh F. Simms & Son, C.L.S., dated April 19, 1946, and recorded in the Clerk's Office of Circuit Court of Albemarle County in Deed Book 269 at pages 328 and 329, after deducting therefrom an off - conveyance of 2.00 acres depicted by a plat of survey prepared by Huffman — Foster & Associates, dated December 11, 1970, and recorded in the aforesaid Clerk's Office in Deed Book 481, at page 321. Reference is hereby made to the aforesaid plats for a more complete and accurate description of the lands hereby conveyed. Said lands being the residue of the lands conveyed unto James E. Harding and Moncie Harding, as tenants by the entireties, from William A. Crawford et ux by deed dated October 4, 1955 and recorded in the aforesaid Clerk's Office in Deed Book 319. at page 343 et seq. Thereafter, fee simple title in and to said lands vested by operation of law pursuant to the survivorship clause in the aforesaid deed in James E. Harding upon the death of his wife, Moncie Harding, on June 28, 1982. Subsequently, James E. Harding died testate on July 24, 2000, and he devised, under the terms of his will dated March 6, 1995 and Initials Initials Page 4 of 18 probated on August 9, 2000 in the aforesaid Clerk's Office in will Book 97, at page 211 et seq., said lands unto Charles Elmer Williams, Ira Williams, Jr., Jimmy Lee Harding, and Charles Eugene Harding as tenants in common in equal shares; being the same property in all respects conveyed to Charles E. Harding and Marion M. Harding, as husband and wife, by Deed of Charles Elmer Williams, Ira Williams, Jr., Jimmy Lee Harding, and Charles Eugene Harding, dated February 8, 2008, and recorded in the aforesaid Clerk's Office in Deed Book 3564, page 589; and being the same property in all respects conveyed by Charles E. Harding and Marion M. Harding, husband and wife, as tenants by the entirety, to Charles E. Harding and Marion M. Harding, Trustees of the Harding Family Revocable Trust under Trust Agreement dated April 10, 2020 by Deed dated April 10, 2020. 3. Residue of Trust Assets. Our Trustee shall distribute the residue of the Trust Assets as follows: a. Share for Dawn. Our Trustee shall distribute one -fifth (115) of such property to Dawn, or if she is not then living, to Dawn's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes. b. Share for Karen. Our Trustee shall distribute one -fifth (115) of such property to Karen, or if she is not then living, to Karen's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes. C. Share for Derek. Our Trustee shall distribute one -fifth (115) of such property to our grandson, Derek J. Walker ("Derek"), or if he is not then living, to Derek's then -living descendants, per stirpes. or if none, to our then -living descendants, per stirpes. d. Share for Todd. Our Trustee shall distribute one -fifth (115) of such property to our grandson, Todd D. Baber ("Todd"), or if he is not then living, to Todd's then - living descendants, per stirpes, or if none, to our then -living descendants, per stirpes. e. Share for Elizabeth. Our Trustee shall distribute one -fifth (115) of such property to our granddaughter, Elizabeth M. Baber ("Elizabeth"), or if she is not then living, to Elizabeth's then -living descendants, per stirpes, or if none, to our then -living descendants, per stirpes. y Initials Initials Page 5 of 18 f. Manner of Distributions. Our Trustee shall distribute the share under this Article III, Section (C)(3) for each child of ours who is then living to such child, outright and free of trust. Our Trustee shall distribute the share under this Article III, Section (C)(3) for each grandchild or more remote descendant of ours who is then living to the Trustee of the Trusts for Descendants (collectively referred to herein as the "Trusts for Descendants", or individually as a "Trust for a Descendant"), to be held for such descendant as a separate trust administered as provided in Article IV. D. No Living Beneficiary. If at any time there is no living beneficiary designated to receive the assets of any trust under this Article, our Trustee shall distribute the trust assets (1) one-half to the persons who would be Gene's distributees under the laws of Virginia then in effect if he had then died without a will, unmarried, and owning the assets and (2) one-half to the persons who would be Marion's distributees under the laws of Virginia then in effect if she had then died without a will, unmarred, and owning the assets. ARTICLE IV. TRUSTS FOR DESCENDANTS The Trustee shall hold the distribution for any descendant of ours in a separate trust for him or her, if the distribution is made subject to this Article, and such descendant shall be the `Beneficiary" of such trust. The Trustee shall administer and distribute each such separate trust as follows: A. Income and Principal. The Trustee may distribute to or for the benefit of the Beneficiary all or any part of the net income or principal of the trust as the Trustee may from time to time determine, for the Beneficiary's health, education, maintenance, and support in his or her accustomed manner of living. The Trustee may distribute to or for the benefit of the Beneficiary all or any part of the net income or principal of the trust as an Independent Trustee may from time to time determine, for any purpose. The Trustee shall accumulate any undistributed net income and add it to principal at the end of each year. B. Termination. Unless earlier terminated by distributions of income and principal as hereinabove authorized, the Beneficiary's Trust shall terminate at the Beneficiary's death, at which time the Trustee shall distribute the trust assets (including any undistributed income) to f; i / ' Initials lni[ials Page 6 of 18 such deceased Beneficiary's then living descendants, per stirpes; or, if none, to the then -living descendants, per stirpes, of the Beneficiary's nearest ancestor who was a descendant of ours with descendants then living; or, if none, to our then -living descendants, per stirpes; or, if none, as provided under paragraph D of Article III. ARTICLE V. BENEFICIARY UNDER IMPAIRMENT A. Beneficiary Under Impairment. Whenever any trust interest vests in a beneficiary (other than one of us) who, in the opinion of our Trustee is unable to manage financial affairs by reason of a physical or mental impairment, our Trustee may hold the interest in a separate trust. Our Trustee shall have no obligation to inquire into or seek a judicial determination of (1) the ability of any beneficiary to manage financial affairs or (2) the existence of any physical or mental impairment. Our Trustee may pay to or for the benefit of the beneficiary as much of the net income or principal as our Trustee may deem appropriate for any purpose. When in the opinion of our Trustee, the beneficiary is able to properly manage financial affairs, our Trustee shall distribute the trust assets to the beneficiary. If the beneficiary dies before the trust is terminated, our Trustee shall distribute the trust assets to the beneficiary's estate. B. Distribution to Custodian. While any beneficiary is under age twenty-one, our Trustee may distribute any interest vesting in the beneficiary to a custodian under the Virginia Uniform Transfers to Minors Act (21). C. Distribution of Tangible Personal Property. Our Trustee may distribute any tangible personal property passing to a beneficiary who is under age twenty-one to an adult with whom the beneficiary resides for the beneficiary's benefit. ARTICLE VI. DEBTS, TAXES, AND OTHER CHARGES A. Payment of Expenses and Charges. At the death of either Grantor, our Trustee may pay to or upon the order of that Grantor's Executor funds needed to pay all or part of these charges against the Grantor's estate: legally enforceable debts, charitable pledges, funeral and burial expenses, costs of administration, and specific bequests under the Grantor's Will. Our r; e%�7 71 Initials Initials Page 7 of 18 Trustee may rely, and shall be fully protected in relying, upon the Grantor's Executor as to the amount of the charges. The decision of our Trustee about whether to provide funds shall be final. Assets that are not included in the Grantor's gross estate shall not be used for such payments. Our Trustee shall pay the expenses of delivering the Grantor's tangible personal property, including transportation, storage, and insurance, as a cost of administering the Grantor's estate. We authorize our Trustee to use administration expenses as deductions for estate tax purposes or for income tax purposes as our Trustee deems appropriate regardless of the effect on any of the interests under the Grantor's Will or this Trust Agreement. Our Trustee shall not be required to adjust such interests by reason of any action taken by our Trustee pursuant hereto. B. Payment of Taxes. At the death of either Grantor, our Trustee may pay to or upon the order of that Grantor's Executor funds needed to pay all or part of the transfer taxes payable by reason of the Grantor's death. Our Trustee may rely, and shall be fully protected in relying, upon the Grantor's Executor as to the amount of such taxes. The decision of our Trustee about whether to provide funds shall be final. Assets that are not included in the Grantor's gross estate shall not be used for such payments. All estate, inheritance and similar taxes that may be payable because of the Grantor's death shall be apportioned as provided by Virginia Code §§ 64.2-540 and 541, as amended, or any subsequent statute or statutes requiring apportionment of these taxes which may be in force at the Grantor's death; provided, however, to the extent possible, such taxes on distributions under Article III.B. Tangible Personal Property, shall be paid without apportionment among the beneficiaries, and shall instead be paid from beneficial interests not otherwise eligible for any exemptions, deductions, or exclusions allowed by law. ARTICLE VIL TRUSTEES A. Trustee's Powers and Duties. Our Trustee shall have the powers granted by law and the powers and duties set forth in the Uniform Trust Code (Virginia Code § 64.2-700 et seq.), the Uniform Prudent Investor Act (Virginia Code § 64.2-780 et seq.), the Virginia Uniform Principal and Income Act (Virginia Code § 64.2-1000 et seq.), and the Uniform Fiduciary Access to Digital Assets Act (Virginia Code § 64 2-116 et seq.), except as expressly modified by Initials Initials Page 8 of 18 the terms of this Trust Agreement. B. Certain Investments. Assets may be transferred to any trust under this Trust Agreement that would not meet the standard in Virginia as suitable trust investments. Our Trustee may nevertheless retain the transferred assets for as long as our Trustee considers appropriate even if retaining such assets would otherwise conflict with the Uniform Prudent Investor Act, C. Resignation of Trustee. Any Trustee may resign as Trustee by written notice delivered to the Grantors or the Surviving Grantor or, after both our deaths, to the next successor Trustee named in this Trust Agreement, or if none, to the Qualified Beneficiaries. The resignation shall be effective upon appointment of a successor Trustee. D. Removal of Trustee. Any Trustee, other than an individual Trustee named in this Trust Agreement, may be removed by a two-thirds (2/3) majority of the Qualified Beneficiaries, who shall give written notice to the Trustee being removed. Within thirty (30) days after receiving notice, the Trustee so removed shall deliver all assets then held to the successor Trustee, shall have full acquittance for all assets so delivered, and shall have no further duties under this Trust Agreement. E. Successor Trustee. Unless a successor Trustee is specified in Article I.D. Trustees, a Trustee may appoint any individual, bank or trust company as successor Trustee (to be effective upon such Trustee's resignation, incapacity, or death) by notifying the Qualified Beneficiaries and successor Trustee in writing. If no successor Trustee is otherwise named or appointed, one shall be appointed by a majority of the Qualified Beneficiaries. F. Co -Trustee. The then serving Trustees may designate by a written instrument any individual or institution to act as a Co -Trustee and may likewise remove any Co -Trustee so appointed. Such Co -Trustee shall not become a successor Trustee upon the death, resignation, or disability of the Trustees who appointed such Co -Trustee, unless such Co -Trustee is appointed as Successor Trustee pursuant to Article I.D. Trustees or Article VILE. Successor Trustee. Any reference in this instrument to a Trustee shall apply equally to a Co -Trustee appointed under this paragraph. Page 9 of 18 j/ Initials Initials G. Actions of Predecessor. No successor Trustee shall be responsible for or required to inquire into the actions of our Trustee occurring before the successor's appointment. H. Compensation. Any Trustee, other than the Grantors, shall be entitled to receive compensation that is reasonable under the circumstances. I. Place of Administration. Our Trustee may change the place of administration of this trust (and to the extent necessary or appropriate, move the trust assets) to a state or country other than the one in which the Trust is then administered if our Trustee believes the change to be in the best interests of the beneficiaries. Our Trustee shall provide notice of any change of the place of administration as required under Virginia Code § 64.2-706. J. Termination of Small Trusts. If at any time the size of any trust under this Trust Agreement is so small that, in the opinion of our Trustee who is not an income beneficiary of the trust, the trust is uneconomical to administer, our Trustee may terminate the trust and distribute the remaining trust assets to the person or persons who are then entitled to receive income from the trust, in the proportions in which they are beneficiaries. K. Allocation of Assets. Assets allocated to one trust or share may be of different character or have different income tax bases than assets allocated to another trust or share. L. Non -Pro Rata Distributions and Allocations. When making distributions of trust assets as otherwise authorized herein, or dividing or terminating any trust established herein, our Trustee may make distributions in divided or undivided interests, allocate particular assets in proportionate or disproportionate shares, value the trust assets for those purposes, and adjust for resulting differences in valuation. M. Restrictions on Trustee Discretion. Any discretionary distribution under this Trust Agreement that may be made to or for a Trustee's personal benefit or that would satisfy a legal obligation of support that a Trustee personally owes another person may be made only in compliance with Virginia Code § 64.2-776. If a special fiduciary is required, one may be appointed by amajority of the Qualified Beneficiaries without the necessity of court approval. N. Duty to Inform and Report. Our Trustee shall comply with the duties to inform and report as required by Virginia Code § 64.2-775, unless at least one Grantor is currently serving as Trustee or Co -Trustee. Initiafs Initials Page 10 of 18 O. Relationship to Third Parties. 1. No party dealing with our Trustee in relation to trust assets, other than a beneficiary, shall be privileged to inquire into any of the terms of this Trust Agreement. 2. Every deed, mortgage, lease or other instrument executed by our Trustee in relation to the trust assets shall be conclusive evidence in favor of every person claiming any right, title or interest thereunder that (i) at the time of delivery thereof the trust created hereunder was in full force and effect; (ii) such instrument was executed in accordance with the terms and conditions of the Trust Agreement and all amendments hereof, if any, and is binding upon all beneficiaries hereunder, and their assignees, if any; (iii) our Trustee was duly authorized and empowered to execute and deliver every such instrument; and (iv) if a conveyance has been made to a successor or successors in trust, or if there has been an appointment of a successor trustee or trustees as set forth above, such successor or successors have been properly appointed and are fully vested with all the title, estate, rights, powers, duties and obligations of the predecessor trustee. P. Digital Assets. 1. Digital Assets shall mean digital accounts or other accounts (including, without limitation, blogging, e-mail, financial, multimedia, personal, social networking, and other online accounts) on any social networking website, microblogging or short message service website, electronic mail website, or any other type of website. 2. Our Trustee shall have the power and authority to access, take control of, conduct, continue or terminate any of either of our Digital Assets and to obtain copies of any Digital Assets and documents or information of either of us that is stored electronically. 3. We specifically authorize any person or entity that possesses, custodies, or controls any Digital Assets or other electronically stored information of ours or that provides to us an electronic communication service or remote computing service, whether public or private, to divulge, disclose, and provide to our Trustee at any time: (a) any electronically stored information of ours; (b) any catalog of electronic communications; (c) the contents of any communication that is in electronic storage by that service or that is carried or maintained on that service; and (d) any record or other information pertaining to us with respect to that service. Initials Initials Page 11 of IS 4. The terms used in this authorization are to be construed as broadly as possible and shall include, without limitation, the authority over the content of an electronic communication of ours as provided by Virginia Code § 64.2-126. ARTICLE VI77. INSURANCE POLICIES A. Administration of Policies. Our Trustee shall not be required to pay any premium or perform any act necessary to continue in force the insurance policies payable to our Trustee. At our death, our Trustee shall collect the net proceeds of the policies and may execute any receipts and releases. B. Retained Benefits. We reserve the right to change the beneficiary of, assign, borrow against, and exercise any option or privilege under the policies. We reserve the right to receive any payments, dividends, surrender values, proceeds of matured endowments, or other benefits that accrue during our lifetime. ARTICLE IX. MISCELLANEOUS PROVISIONS A. Spendthrift Provisions. To the extent permitted by law, the principal and income of any trust shall not be liable for the debts of any beneficiary or subject to voluntary or involuntary transfer by a beneficiary, except as otherwise provided or with the written consent of our Trustee. B. Reserved Rights. We reserve for ourselves the right to transfer additional assets to our Trustee and to make insurance policies payable to our Trustee. C. Survivorship. The term `Deceased Grantor' shall mean the first Grantor to die. 2. The term "Surviving Grantor' shall mean the Grantor who survives the Deceased Grantor. 3. If both Grantors die simultaneously or if there is not sufficient evidence, in the Trustee's opinion, to indicate which one survived the other, Marion shall be deemed the "Surviving Grantor" and Gene shall be deemed the "Deceased Grantor." Initials Init'`0' Page 12 of 18 4. If any other beneficiary of a trust under this Trust Agreement fails to survive a designated person by ninety (90) days, that beneficiary shall be deemed to have predeceased the designated person. D. Divorce or Separation. We are married to each other at the time this trust is executed. If we divorce or separate, this trust shall terminate and our Trustee shall divide the principal and any undistributed income of this trust into two equal shares and distribute one share to each of us outright. For the purposes of this paragraph, we shall be deemed to be separated if we are living separate and apart (i) after we have executed a written separation agreement, (ii) after either of us has filed a suit for divorce or dissolution of the marriage, or (iii) with either of us having no intention to resume living together as husband and wife, unless the separation was necessary for either of us to obtain appropriate care because of a mental or physical condition. Notwithstanding the foregoing, it is not our intention that this paragraph will affect any equitable distribution of our assets if we divorce or separate or affect whether the property in this Trust Agreement is marital property or separate property. E. Adoption. Persons related by or through adoption if adopted before age eighteen shall take under this Trust Agreement as if related by or through birth. F. Retirement Assets. For purposes of this Article IX.F. Retirement Assets, a Grantor who is a participant under any qualified retirement plan, individual retirement account, or other retirement arrangement subject to the "minimum distribution rules" of § 401(a)(9) of the Code, or other comparable provisions of law (collectively, the Retirement Assets") shall be referred to herein as the Participant. Notwithstanding any other provision of this Trust Agreement, except as provided in this Article IX.F. Retirement Assets: 1. Permitted Beneficiaries. Our Trustee may not, on or after September 30 of the year following the year of the Participant's death (the "Designation Date"), distribute to or for the benefit of the Participant's estate, any charity or any other non -individual beneficiary any benefits payable to any trust under this Trust Agreement from the Participant's Retirement Assets. It is our intent that all benefits from Retirement Assets held by or payable to this trust on or after the Designation Date be distributed to or held for only individual beneficiaries, within the meaning of § 401(a)(9) and applicable regulations. Accordingly, we direct that such benefits 1 als� ln��„Y� Page 13 of 18 may not be used or applied on or after the Designation Date for payment of the Participant's debts, taxes, expenses of administration, or other claims against the Participant's estate; nor for payment of estate inheritance or similar transfer taxes due on account of the Participant's death. 2. Exception. This Article IX.F. Retirement Assets shall not apply to any bequest which is specifically directed to be funded with Retirement Assets by other provisions of this Trust Agreement or in the event that any Retirement Assets are to be distributed pursuant to Article III.D. No Living Benefzciary. 3. Characterization of Distributions. Furthermore, our Trustee shall treat all distributions (whether required or discretionary) received from the Retirement Assets as income for trust accounting purposes, even if such distributions would otherwise be considered principal under the Uniform Principal and Income Act. 4. Accumulation of Distributions from Retirement Assets Prohibited. Any distribution from a Retirement Asset received by our Trustee shall be immediately distributed to the income beneficiary upon receipt by our Trustee and shall not be accumulated in any trust under this Trust Agreement. G. Commonwealth of Virginia Car Tax Relief Provisions. In order to qualify for "car tax relief' for any motor vehicle titled in the name of our Trustee, we hereby provide that we shall be responsible for the payment of all personal property taxes levied against any such vehicle that is used exclusively for our personal purposes and not for business purposes. H. Taxes on Disclaimed Interests. Any transfer taxes incurred at the death of either Grantor and attributable to a qualified disclaimer of property included in that Grantor's gross estate shall be paid from the disclaimed property. The transfer taxes attributable to a qualified disclaimer shall be the difference between (1) the actual taxes payable at the Grantor's death and (2) the taxes that would be payable if the disclaimer were not made. I. Support, Health, and Education. The phrase "support. health and education" or "support and health" shall be construed to be an ascertainable standard for federal estate and gift tax purposes, such that the exercise, release, or lapse of a power which is limited by this standard will not be taxable for federal estate and gift tax purposes. In this regard, "support" shall not be limited to the bare necessities of life and shall be the same as "support and maintenance in Initials Initials Page 14 of 18 reasonable comfort." "Education" shall include (but not be limited to) college, graduate, and professional education. "Health" shall include (but not be limited to) medical, dental, psychiatric, psychological, and nursing care; substance abuse treatment; and care for old age or invalidism including the expenses of a retirement or nursing home or extended care retirement facility. Unless expressly indicated to the contrary elsewhere in this Trust Agreement, no Trustee shall be required to consider a beneficiary's other resources in making a distribution for such beneficiary's support, health, and education. J. Disabled or Incapacitated. A Trustee or Grantor is "incapacitated" or "disabled" or is under an "incapacity" or "disability" whenever 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, one of whom regularly attends the individual (if the individual has such a physician) and at least one of whom is board -certified in the specialty most closely associated with the alleged disability, that such individual has become physically or mentally incapacitated and incapable of managing his or her own personal and financial affairs, regardless of cause and regardless of whether there has been any adjudication of incompetence, mental illness, or need for a committee, conservator, guardian, or other personal representative. No Trustee is liable to anyone, including the Grantors, for removing anyone from the position of Trustee, if the Trustee relied in good faith on the physicians' certifications described above. No one else is liable to anyone for dealing with a Trustee other than the one removed for incapacity, if such removal was made upon good faith reliance on such physicians' certifications. K. Rule Against Perpetuities. The Rule Against Perpetuities shall not apply to any trust under this Trust Agreement, the assets of which consist solely of personal property. If any unvested interest in real property is held in trust under this Trust Agreement on the date that is ninety (90) years after the death of the Deceased Grantor, our Trustee shall immediately distribute such interest in real property to the person or persons who are then entitled to receive income from the trust, in the proportions in which they are beneficiaries. L. Tenancy by the Entireties Property. Pursuant to Virginia Code § 55-20.2, any asset that was held by us as tenants by the entireties prior to its conveyance to this Trust shall Gnitial �i[`�^ Page 15 of 18 have the same immunity from the claims of our separate creditors in this Trust as it would have had if it had remained a tenancy by the entireties. In the event of a termination of this Trust while we are both living and are not divorced, all such property shall be distributed to us as tenants by the entireties. M. Construction of Terms. Descendants. References to "our descendants" shall mean our children and the descendants of each of our children and shall include both those now and subsequently born or adopted before age eighteen. 2. Independent Trustee. An Independent Trustee is one who is not (a) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to such trust, (b) a person who is, or in the future may be, eligible to receive income or principal pursuant to the terms of the trust; and (c) related or subordinate to the appointing Trustee or the trust beneficiaries within the meaning of Code Section 672(c). If no Independent Trustee is serving, the powers granted to an Independent Trustee hereunder may not be exercised. 3. Per Stirpes. When a trust or share of a trust is to be distributed to descendants "per stirpes," such share shall be divided into as many equal shares as there are surviving descendants in the nearest degree of kinship and deceased descendants in the same degree of kinship who left descendants who are then living. Each surviving descendant in the nearest degree shall receive one share, and the share of each deceased descendant in the same degree of kinship shall be divided among his or her descendants in the same manner. 4. Trust Assets. The term "trust assets" includes the principal and any accrued or collected and undistributed income of the trust. 5. Tangible Personal Property. Tangible personal property includes stamp or coin collections but does not include other money, stock certificates. or other evidence of intangible rights or interests, or assets that, in the opinion of our Trustee. were held by either Grantor primarily for business or investment purposes. 6. Qualified Beneficiary. "Qualified Beneficiary" means a living or then existing beneficiary who, on the date the beneficiary's qualification is determined, (i) is a eFf %fir %ir% Initials 'mtials Page 16 of 18 distributee or permissible distributee of trust income or principal; (ii) would be a distributee or permissible distributee of trust income or principal if the interests of the distributees described in (i) terminated on that date, but the termination of those interests would not cause the trust to terminate; or (iii) would be a distributee or permissible distributee of trust income or principal if the trust terminated on that date. 7. Other Terms. References to "Executor" shall mean the Executor, Executors, Personal Representative, or Personal Representatives of either Grantor's estate serving at the time. References to "Trustee" or "Trustees" shall mean the initial Trustees or any additional or successor Trustee or Trustees serving at the time. Where appropriate to the context, pronouns or other terms expressed in the singular shall be deemed to include the plural, and vice versa, and each of the genders shall include the others. References to transfer taxes shall include gift, estate, inheritance and similar taxes, as well as interest and penalties on all such taxes. Tax - related terms shall be construed in the context of the federal revenue laws in effect at our death. N. Governing Law. This Trust Agreement is made or delivered in Virginia and shall be governed by its laws. If our Trustee transfers the trust's principal place of administration to another jurisdiction as provided in Virginia Code § 64.2-706, our Trustee may elect that the law [Balance of Page Intentionally Left Blank] ems- 1 Initials Imti Pate 17 of 18 of such other jurisdiction shall govern the trust. WITNESS our signatures and seals: &`C .� [SEAL] Charles E. Harding, Grantor -Trustee n [SEAL] Ivlanon M. Harding, Grantor andJ Trustee COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to -wit: This Trust Agreement was acknowledged before me on April 10, 2020, by Charles E. Harding and Marion M. Harding, as Grantors and Trustees. Notary is MT Walls of Virginiablic,s � . 7755471res 5/31/2021 �r— j/ i % 'llittials Initials Page 18 of 18 SCHEDULEA TO THE HARDING FAMILYREVOCABLE TRUST LIST OFASSETS HELD BY TRUSTEE This Schedule A is included only for the convenience of our Trustees and beneficiaries, and any failure to list trust assets hereon will not alter the trust's ownership of those assets. All our tangible personal property, wherever located, which we now own or may hereafter acquire, including our furniture, home furnishings, works of art, equipment, tools, clothing, jewelry, and personal effects. [SEAL] Charles E. Harding, Grantor rr [SEAL] Marion M. Harding, Grantor j CIF�- �, Initials Initials