-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oMAMf8H7X6fvrbP1B23S6IX3Iq4HOYkSRvLv7RzaY7XNmpPgefEVByODUpYmfjy/ 8IiKjJe+xi1cmlNwOUMfbg== 0000892251-94-000019.txt : 19941129 0000892251-94-000019.hdr.sgml : 19941129 ACCESSION NUMBER: 0000892251-94-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19941128 EFFECTIVENESS DATE: 19941217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: 2320 IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56623 FILM NUMBER: 94562192 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 S-8 1 As filed with the Securities and Exchange Commission on November 28, 1994. Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Incorporated CINTAS CORPORATION I.R.S. Employer Under the Laws 6800 CINTAS BOULEVARD Identification No. of Washington CINCINNATI, OHIO 45262 31-1188630 (513) 459-1200 CINTAS PARTNERS' PLAN Gary P. Kreider, Esq. Keating, Muething & Klekamp One East Fourth Street Cincinnati, Ohio 45202 (513) 579-6411 (Agent for Service of Process) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities To Be Price Offering Registration To Be Registered Registered Per Share Price Fee Common Stock, 300,000* $34.75** $10,425,000** $3,595.00*** No par value* Shares * This Registration Statement is filed for up to 300,000 shares of Common Stock issuable pursuant to the Cintas Partners' Plan (the "Plan"). In addition, this Registration Statement also covers an indeterminate amount of interests offered or sold pursuant to the Plan. ** Estimated solely for purposes of calculating registration fee. *** Registration fee has been calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock quoted on The NASDAQ Stock Market on November 22, 1994 of $34.75 per share. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Cintas Corporation (the "Company" or the "Registrant") with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1994. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1994. 3. The description of the Company's Common Stock contained in a Registration Statement on Form 8-A, SEC File No. 0-11399, registering the Company's Common Stock under Section 12 of the Securities Exchange Act of 1934, which describes the class of securities being registered hereunder. All reports and other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post- effective amendment which indicates that all Common Stock offered has been sold or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel The legality of the Common Stock offered hereby will be passed upon for the Company by Keating, Muething & Klekamp, 1800 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. Donald P. Klekamp, a Director of the Company, is a partner of Keating, Muething & Klekamp. Attorneys of Keating, Muething & Klekamp own 162,267 shares of the Company's Common Stock. Item 6. Indemnification of Directors and Officers Washington Business Corporation Act, Section 23A.08.025, allows indemnification by the Registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the Registrant, by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, against expenses, including judgments and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful. Similar provisions apply to actions brought by or in the right of the Registrant, except that no indemnification shall be made in proceedings in which the person shall have been adjudged to be liable to the Corporation. Indemnifications are to be made by a majority vote of a quorum of disinterested directors or the written opinion of independent counsel or by the shareholders. Article V of the Registrant's By-Laws provides that indemnification shall be extended to any of the persons described above to the full extent permitted by the Washington Business Corporation Act. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits See the Index to Exhibits included herewith at page 7. Item 9. Undertakings 9.1 The undersigned Registrant hereby undertakes to file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (i) and (ii) shall not apply if the information required to be included in a post-effective amendment is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. 9.2 The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 9.3 The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 9.4 The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 9.5 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on November 28, 1994. CINTAS CORPORATION By:/s/Richard T. Farmer Richard T. Farmer, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. The persons whose names are marked with an asterisk (*) below hereby designate Richard T. Farmer or Robert J. Kohlhepp as Attorney-In- Fact to sign all amendments, including any post-effective amendments, to this Registration Statement. Signature Capacity Date /s/Richard T. Farmer Chairman of the November 28, 1994 Richard T. Farmer Board and Chief Executive Officer (Principal Execu- tive Officer) /s/Robert J. Kohlhepp President, Secre- November 28, 1994 Robert J. Kohlhepp tary and Director /s/Gerald V. Dirvin Director November 28, 1994 Gerald V. Dirvin* /s/James J. Gardner Director November 28, 1994 James J. Gardner* /s/Roger L. Howe Director November 28, 1994 Roger L. Howe* Director November 28, 1994 /s/John S. Lillard John S. Lillard* /s/Scott D. Farmer Vice President, November 28, 1994 Scott D. Farmer* Director /s/David T. Jeanmougin Senior Vice Presi- November 28, 1994 David T. Jeanmougin dent-Finance (Prin- cipal Financial Officer and Princi- pal Accounting Officer) EXHIBIT INDEX Exhibit No. Description Page 4.1 Cintas Partners' Plan * 4.2 First Amendment to Cintas Filed herewith Partners' Plan 4.3 Second Amendment to Cintas Filed herewith Partners' Plan 4.4 Cintas Partners' Plan Trust Filed herewith (The Fifth Third Bank) 4.5 First Amendment to Cintas Filed herewith Partners' Plan Trust (The Fifth Third Bank) 4.6 Cintas Partners' Plan Trust Filed herewith (Scudder Trust Company) 5 Opinion of Keating, Muething Filed herewith & Klekamp 23.1 Consent of Ernst & Young Filed herewith 23.2 Consent of Keating, Muething Included in & Klekamp Exhibit 5 24 Power of Attorney (included Filed herewith on signature page) *Incorporated by reference to the Registrant's Form 10- K for the fiscal year ended May 31, 1994. 215059.1 EX-4.2 2 FIRST AMENDMENT TO THE CINTAS PARTNERS' PLAN (Amended and Restated as of June 1, 1993) THIS FIRST AMENDMENT, made and executed this _____ day of ____________, 1994, by CINTAS CORPORATION (hereinafter referred to as the "Employer"). W I T N E S S E T H: WHEREAS, the Employer adopted its Profit Sharing Plan effective May 1, 1971 and its Employee Stock Ownership Plan (ESOP) effective June 1, 1989. The Employer amended, restated and consolidated the Profit Sharing Plan and ESOP into the Cintas Profit Sharing and Employee Stock Ownership Plan (the "Prior Plan") effective June 1, 1991. The Employer further amended and restated the Prior Plan as the Cintas Partners' Plan to add a 401(k) feature effective June 1, 1993 (the "Plan"); WHEREAS, Article 12 of the Plan allows the Employer to modify or amend the Plan in whole or in part; and WHEREAS, the Employer desires to amend the Plan. NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 10.2(a) of the Plan is deleted in its entirety. In its placed, the following is substituted: "(a) Upon a Separation of Service of a Participant other than by reason of Retirement, Death or Disability, the vested portion of the Participant's Account shall be distributed as follows: (1) If a Participant has reached the age of 55 years or has accumulated 15 Years of Service, a distribution to the Participant may commence as soon as practicable after the last day of the Plan Year in which the Participant incurs the Separation from Service. If the vested portion of a Participant's Account exceeds $3,500, the Participant may defer distribution to a time not later than his 65th birthday. (2) If a Participant has not reached the age of 55 or has not accumulated 15 Years of Service at the time he incurs a Separation from Service and if the vested value of the Participant's account exceeds $3,500, (i) distribution may commence as soon as prac- ticable after the last day of the Plan Year in which the earlier of the following occurs: (A) the Participant has been Separated from Service for 24 consecutive months following the Separation of Service or (B) the Partici- pant attains the age of 55 years or (ii) if the vested portion of a Participant's Account exceeds $3,500, the Participant may defer distribution to a time not later than his 65th birthday. (3) If the vested value of the Participant's Account does not exceed $3,500 regardless of the Participant's age or years of service, distribution shall be made as soon as practi- cable after the last day of the Plan Year in which the Separation of Service occurs. (4) Notwithstanding the above, if a Participant has violated any employment agreements with Cintas or an Affiliate, no distribution will occur prior to the Participant attaining age 55." 2. The effective date of the First Amendment shall be April 1, 1994. IN WITNESS WHEREOF, the Employer has executed this FIRST AMENDMENT and otherwise ratifies and approves in all other respects its Plan as of the day and year first above written. WITNESSES: CINTAS CORPORATION BY: ITS: 159065 EX-4.3 3 SECOND AMENDMENT TO THE CINTAS PARTNERS' PLAN (AMENDED AND RESTATED AS OF JUNE 1, 1993) THIS SECOND AMENDMENT, made and executed this _________ day of _________, 1994, by CINTAS CORPORATION (hereinafter referred to as the "Employer"). W I T N E S S E T H: WHEREAS, the Employer adopted its Profit Sharing Plan effective May 1, 1971 and its Employee Stock Ownership Plan ("ESOP") effective June 1, 1989. The Employer amended, restated and consolidated the Profit Sharing Plan and ESOP into the Cintas Profit Sharing and Employee Stock Ownership Plan (the "Prior Plan") effective June 1, 1991. The Employer further amended and restated the Prior Plan as the Cintas Partners' Plan to add a 401(k) feature effective June 1, 1993 (the "Plan"); WHEREAS, the Corporation desires to permit Participants to direct the investment of their Before-Tax Contribution, Matching Contributions and 401(k) Rollover Contributions; and WHEREAS, the Corporation maintains the Cintas Corporation 401(k) Savings Plan for Former Maryatt Employees (the "Maryatt 401(k) Plan") and desires to merge the Maryatt 401(k) Plan into the Plan effective as of December 1, 1994; WHEREAS, Article 12 of the Plan allows the Employer to modify or amend the Plan in whole or in part; and WHEREAS, the Employer desires to amend the Plan as herein stated. NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 2.1(b) of the Plan is amended by the addition of a new sentence at the end thereof to immediately follow the last sentence to read as follows: Such Rollover Contributions shall be designated by the Employee or Member as a 401(k) Rollover Contribution or as a Profit Sharing Rollover Contribution at the time the Rollover Contribution is made. 2. Article 2 of the Plan is amended by the addition of a new Section 2.21A to immediately follow Section 2.21. Section 2.21A shall read as follows: 2.21A "Early Retirement Age" means the date upon which a Participant has attained the age of 55 years. Notwithstanding anything contained herein to the contrary, this provision shall only apply to Participants of the Plan who were participating in the Cintas Corporation 401(k) Savings Plan for Former Maryatt Employees (the "Maryatt 401(k) Plan") prior to December 1, 1994. 3. Section 2.47 of the Plan is amended by the addition of a new sentence at the end thereof to immediately follow the last sentence to read as follows: A Rollover Contribution shall be designated by the Employee or Participant as a 401(k) Rollover Contribution or as a Profit Sharing Rollover Contribution at the time the Rollover Contribution is made. 4. Section 2.51 of the Plan is deleted in its entirety. In its place, the following is substituted: 2.51 "Trust Agreement" means any written agreement between Cintas and any Trustee or Trustees with respect to any portion of the Plan. 5. Section 2.53 of the Plan is deleted in its entirety. In its place, the following is substituted: 2.53 "Trust Fund" means all of the assets that are held by any Trustee or Trustees pursuant to any Trust Agreement. 6. Article 2 of the Plan is amended by the addition of a new Section 2.33A to immediately follow Section 2.33. Section 2.33A shall read as follows: 2.33A "Investment Fund" means any Investment Fund established by the Plan Administrator as an investment media for the Trust Fund. The Plan Administrator shall have the discretion to establish and terminate such funds as it shall deem appropriate. 7. Section 3.2 of the Plan is amended by providing that Participants may make the election to have Before-Tax Contributions made upon initial eligibility or thereafter as of March 1, June 1, September 1, or December 1 of each Plan Year or on such other dates as may be determined by the Plan Administrator. 8. Article 7 of the Plan is amended by the addition of a new Section 7.8 immediately following Section 7.7 to read as follows: 7.8 Investment of Contributions. Each Participant may elect to have his Before-Tax Contributions, Matching Contributions and 401(k) Rollover Contributions invested in increments of 1% of the total in any one or more of the Investment Funds. Each Participant may elect on such dates as may be determined by the Plan Administrator, to have the assets allocated to his Before-Tax Contributions, Matching Contributions and 401(k) Rollover Contributions Account in any Investment Fund transferred to any one or more other Investment Funds. Notwithstanding the foregoing, the Plan Administrator may impose re- strictions on transfers to and from any fund con- sisting of a guaranteed income contract. Each Participant may make the election described in the preceding sentences in the manner determined by the Plan Administrator upon becoming a Participant. The elections and transfers de- scribed may be changed on such dates as may be determined by the Plan Administrator. The Plan Administrator shall direct the Trustee to transfer monies or other property from the appropriate Investment Fund to the other Investment Fund as may be necessary to carry out the aggregate transfer transactions after the Plan Administrator has caused the necessary entries to be made in the Participants' Before-Tax Contributions, Matching Contributions and 401(k) Rollover Contributions Accounts in the Investment Funds, and has recon- ciled offsetting transfer elections, in accordance with the uniform rules therefore established by the Plan Administrator. A Participant's Profit Sharing Contributions, ESOP Contributions, Profit sharing Rollover Contributions, Transfer Contributions and After-Tax Contributions will be invested as directed by the Plan Administrator. 9. Section 7.8 of the Plan entitled "Participant Directed Investments" shall be renumbered as Section 7.9 and shall be amended to be entitled "Participant Directed Investments After Age 55." 10. Section 9.3 of the Plan is amended by the addition of a new subsection (d) immediately following subsection (c) to read as follows: (d) Notwithstanding anything contained herein to the contrary, the vesting percentage of a Partici- pant who was a participant in the Cintas Corpora- tion 401(k) Savings Plan for Former Maryatt Employees (the "Maryatt 401(k) Plan") for all contributions made to the Maryatt 401(k) Plan prior to December 1, 1994 shall not be less than 100%. A Participant who was a participant in the Maryatt 401(k) Plan as of December 1, 1994 and who has at least three years of service with Cintas as of December 1, 1994 may irrevocably elect to have his vesting percentage for all future contributions be fully vested and nonforfeitable in lieu of the vesting schedule set forth in subsection (b) above. 11. Section 12.1 of the Plan is amended by deleting the last sentence thereof in its entirety and adding the following sentence: Any such amendment shall become effective as of the date specified therein upon delivery of a written instrument authorized by the Board of Directors of Cintas and executed by an officer of Cintas. 12. The effective date of this Second Amendment shall be December 1, 1994 except where otherwise provided. IN WITNESS WHEREOF, the Employer has executed this SECOND AMENDMENT and otherwise ratifies and approves in all the respects the Plan as of the day and year first above written. WITNESSES: CINTAS CORPORATION By: Its: 213458 EX-4.4 4 FIRST AMENDMENT TO THE CINTAS PARTNERS' PLAN TRUST AGREEMENT (AMENDED AND RESTATED AS OF JUNE 1, 1993) THIS FIRST AMENDMENT, made and executed this _________ day of ____________, 1994, by CINTAS CORPORATION (hereinafter referred to as the "Company"). W I T N E S S E T H: WHEREAS, the Company maintains the Cintas Partners' Plan (the "Plan") to provide certain retirement benefits to its Employees and to enable its Employees to acquire stock ownership interest in the Company; WHEREAS, the Company entered into a Trust Agreement with The Fifth Third Bank (the "Trustee"); WHEREAS, Section 4.7 of the Trust allows the Company to modify, alter or amend the Trust, in whole or in part, in accordance with the expressed provisions of the Plan; and WHEREAS, the Plan has been amended to provide for the Participants to direct the investment of Before-Tax, Matching and 401(k) Rollover Contributions and the Company desires to amend the Trust to permit such direction by Participants. NOW, THEREFORE, the Trust is hereby amended as follows: 1. Section 2.1 of the Trust is deleted in its entirety. In its place, the following is substituted: 2.1 Creation of Trust. Profit Sharing, ESOP, Profit Sharing Rollover and Transfer Contributions (referred to collectively as the "Employer Contributions") shall be paid to the Trustee from time to time in accordance with the provisions of the Plan. All Employer Contributions and all investments thereof, together with all accumulations, accruals, earnings and income with respect thereto and amounts transferred from other tax qualified plans, shall be held by the Trustee in trust hereunder as the Trust Fund. The Trust Fund shall be invested by the Trustee pursuant to the provisions of this Article 2. The Plan Administrator may elect to permit Participant directed investments of the Employer Contributions or other contributions made to the Plan including Before-Tax, Matching and 401(k) Rollover Contributions and may establish various Investment Funds as investment options for the Participants. In that event, the Plan Administrator will direct the Trustee to invest all contributions in the Investment Funds selected by the Participants. The Trustee from time to time, upon direction of the Plan Administrator, shall transfer cash in such amounts as the Plan Administrator may direct from any one of the Investment Funds to any other of the Investment Funds, as specified in the direction. The Trustee shall not be responsible for the maintaining of the records of Participants' Accounts under the Plan, for the administration of the Plan or for the computation of, or collection of, Employer contributions. The Trustee shall hold, invest, reinvest, manage, administer and distribute the Trust Fund, as directed by the Committee and as provided herein, for the exclusive benefit of Participants (and their Beneficiaries). 2. Section 2.3 of the Trust is amended by deleting the first sentence in its entirety and replacing it with the following: Profit Sharing Contributions, After-Tax Contributions and Profit Sharing Rollover Contributions, and all earnings thereon, shall be invested and reinvested at the discretion of the Trustee. 3. The effective date of this First Amendment shall be December 1, 1994. IN WITNESS WHEREOF, the Company has executed this FIRST AMENDMENT and otherwise ratifies and approves in all other respects the Trust as of the day and year first above written. WITNESSES: CINTAS CORPORATION _________________________ By: __________________________ _________________________ Its:__________________________ 213449.1 EX-4.5 5 CINTAS PARTNERS' PLAN TRUST AGREEMENT THIS AGREEMENT, between CINTAS CORPORATION, a Washington corporation (hereinafter referred to as the "Company"), and THE FIFTH THIRD BANK (hereinafter referred to as the "Trustee") to be effective as of June 1, 1993. R E C I T A L S : It is the policy of the Company to so finance and conduct its operations as to provide certain retirement benefits to its Employees and to enable its Employees to acquire stock ownership interests in the Company. The Company previously adopted the CINTAS CORPORATION PROFIT SHARING PLAN (the "Profit Sharing Plan") and related Trust Agreement (the "Profit Sharing Trust") effective as of May 1, 1971. The Company also adopted the CINTAS CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP") and related Trust Agreement (the "ESOP Trust") effective as of June l, 1989. Effective June 1, 1991, the Profit Sharing Plan and ESOP were amended, restated, and consolidated into the CINTAS PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN (the "Prior Plan") and the Company amended, restated, and consolidated the Profit Sharing Trust and the ESOP Trust into the CINTAS PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the "Prior Trust"). Effective June 1, 1993, the Company amended and restated the Prior Plan into the Cintas Partners' Plan (the "Plan") to enable employees who qualify as participants to make before-tax contributions to the Plan. The Company hereby amends and restates the Prior Trust into the CINTAS PARTNERS' PLAN TRUST AGREEMENT. ARTICLE 1 DEFINITIONS Capitalized terms not defined herein shall have the meaning set forth in the Plan. Each gender includes the other, and the singular includes the plural. ARTICLE 2 TRUST FUNDS 2.1 Creation of Trust. Employer contributions shall be paid to the Trustee from time to time in accordance with the provisions of the Plan. All Employer contributions and all investments thereof, together with all accumulations, accruals, earnings and income with respect thereto and amounts transferred from other tax-qualified plans, shall be held by the Trustee in trust hereunder as the Trust Fund. The Trust Fund shall be invested by the Trustee pursuant to the provisions of this Article 2. The Trustee shall not be responsible for the maintaining of the records of Participants' Accounts under the Plan, for the administration of the Plan or for the computation of, or collection of, Employer contributions. The Trustee shall hold, invest, reinvest, manage, administer and distribute the Trust Fund, as directed by the Committee and as provided herein, for the exclusive benefit of Participants (and their Beneficiaries). 2.2 Investment of ESOP Contributions. (a) As directed by the Committee, the Trustee shall invest and reinvest the ESOP Contributions, and all earnings thereon, primarily in Stock, in accordance with the terms of the Plan and this Agreement. The Trustee may invest and hold up to 100% of the ESOP Contributions in Stock, if so directed by the Committee. Subject to Article 7 of the Plan, the Trustee may dispose of Stock only if so specifically directed in writing by the Committee with the approval of the Company's Board of Directors. (b) As directed by the Committee, the Trustee may also invest ESOP Contributions not invested in Stock in various deposit accounts offered by any bank (including the Trustee) or savings and loan association or invest in other securities or investments desirable for the Trust; or such assets may be held temporarily in cash. (c) In addition to any other investments proper under the Trust, the Trustee shall, after receiving written direc- tion from the Committee, from time to time invest all or any part of the ESOP Contributions not invested in Stock in one or more group trusts or collective investment funds now existing or hereafter established (including, without limitation, funds now or hereafter established by the Trustee) that contemplate the commingling for investment purposes of the assets of the Trust with trust assets of other employee benefit plans (as defined in ERISA) that are qualified under Section 401(a) of the Code and established by other businesses, institutions and organizations. The provisions of the declaration of trust creating any group trust or collective investment fund in which all or any part of the Trust Fund is invested, as in force and effect at the time of the investment and as thereafter amended, are hereby adopted and made a part hereof, and any part of the Trust Fund so invested shall be subject to all of the provisions, as in effect at the time of the investment and as thereafter amended, of any declara- tion of trust creating any group trust or collective investment fund. The Trustee shall, after receiving written approval from the Committee, from time to time withdraw from the group trust or collective investment fund all or any part of the Trust Fund as the Trustee may deem advisable. (d) The Committee shall assume the responsibility and liability for the prudence of investments directed by it under this Section 2.2. The Committee may delegate to the Trustee the responsibility for investing ESOP Contributions that are not invested in Stock. Any such delegation shall be in writing and shall be subject to the written consent of the Trustee. (e) In the event that the Trustee is directed to dispose of any Stock held as an asset of the Trust Fund under circumstances that require registration or qualification of the securities under applicable federal or state securities laws, then the Company, at its own expense, will take, or cause to be taken, any and all such actions as may be necessary or appropriate to effect such registration or qualification. (f) Notwithstanding any other provision of this Agree- ment or the Plan, whenever the Trustee is subject to direction from the Committee, it shall be subject only to proper written directions of the Committee that are made in accordance with the provisions of this Agreement and the Plan and that are not contrary to Title I of ERISA. 2.3 Investment of Other Contributions. Profit Sharing Contributions, Before-Tax Contributions, Matching Contributions, After-Tax Contributions, Rollover Contributions, and all earnings thereon shall be invested and reinvested at the discretion of the Trustee. Such investments and reinvestments may include, but not be limited to the following: any type of security, including but not necessarily limited to common stocks or preferred stocks; open-end or closed-end mutual funds; corporate bonds, debentures, convertible debentures; commercial paper; bankers' acceptances and certificates of deposit; U.S. Treasury bills, notes and bonds; improved or unimproved real estate located in the United States; participation in any common trust fund or commingled fund for the investment of qualified pension and profit sharing plan assets which may be established and maintained from time to time by a bank, which fund or funds are hereby adopted and made a part of the Plan of which this Trust is a part. In addition to those powers set forth above, the Trustee shall have the power to invest and reinvest the Trust Fund and shall serve as "Investment Manager" of the Plan as provided in ERISA, but subject to the written direction of the Committee on the naming of another such Investment Manager in writing pursuant to Section 2.4. 2.4 Named Fiduciaries. The Employer identifies the Trustee and the Committee as "Named Fiduciaries." The Committee shall have the sole and exclusive responsibility (other than that herein specifically conferred upon the Trustee) for establishing and carrying out the funding policy an the methods of funding as set forth in the Plan, this Trust Agreement and the rules and regulations if any, adopted by the Committee, all of which shall be consistent with ERISA and all regulations promulgated thereunder. The Committee shall have the sole discretion to allocate and to delegate by written communications directed to the Employer and the Trustee, any or all of its fiduciary responsibilities, to a person designated by it. An Investment Manager may be named by the Committee as provided in ERISA Section 402(c)(3) without necessity of an amendment to the Trust Agreement after prior written notice to the Employer and all Named Fiduciaries. By executing this Trust Agreement, each Named Fiduciary specifically consents to begin a Named Fiduciary within the meaning of ERISA. ARTICLE 3 TRUSTEE'S POWERS AND DUTIES 3.1 Trustee's Powers. Subject to the provisions of Article 2 hereof, and except as otherwise provided in the Plan, the Trustee shall have full power to do all such acts, take all such proceedings and exercise all such rights and privileges, whether herein specifically referred to or not, as could be done, taken or exercised by the absolute owner thereof, including, but without in any way limiting or impairing the generality of the foregoing, the following powers and authority with respect to the assets of the Trust Fund: (a) To retain the same for such period of time as the Trustee in its sole discretion shall deem prudent; (b) To sell the same, either at public or private sale, at such time or times and on such terms and conditions as the Trustee shall deem prudent; (c) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, the security of which is held in the Trust, and to pay any and all calls and assessments imposed upon the owners of such securities as a condition of their participating there- in. In connection therewith, to consent to any contract, lease, mortgage, purchase or sale of property, by or between such corporation and any other corporation or person; (d) To exercise or dispose of any right the Trustee may have as holder of any security to convert the same into another or other securities, or to acquire any additional security or securities, to make any payments, to exchange any security or to do any other act with reference thereto which the Trustee may deem prudent; (e) To deposit any security with any protective or reorganization committee, and to delegate to such committee such power and authority with relation thereto as the Trust- ee may deem prudent, and to agree to pay and to pay out of the Trust such portion of the expenses and compensation of such committee as the Trustee may deem proper; (f) To renew or extend the time of payment of any obligation due or becoming due; (g) To grant options to purchase any property; (h) To compromise, arbitrate or otherwise adjust to settle claims in favor of or against the Trust, and to deliver or accept in either total or partial satisfaction of any indebtedness or other obligation any property, and to continue to hold same for such period of time as the Trustee may deem appropriate; (i) To exchange any property for other property upon such terms and conditions as the Trustee may deem proper, and to give and receive money to effect equality in price; (j) To execute and deliver any proxies or powers of attorney to such person or persons as the Trustee may deem proper, granting to such person such power and authority with relation to any property or securities at any time held for the Trust as the Trustee may deem proper; (k) To foreclose any obligation by judicial proceed- ings or otherwise; (l) To sue or defend in connection with any and all securities or property at any time received or held for the Trust, all costs and attorneys' fees in connection therewith to be charged against the Trust; (m) To manage any real property in the same manner as if the Trustee were the absolute owner thereof; (n) To borrow money, with or without giving security as permitted by Section 4975 of the Code; (o) To cause any securities held for the Trust to be registered and to carry any such securities in the name of a nominee or nominees; (p) To hold such portion of the Trust as the Trustee may deem necessary for the ordinary administration of the Trust and disbursement of funds as directed in Section 3.2 in cash, without liability for interest, by depositing the same in any bank, including the Trustee bank, subject to the rules and regulations governing such deposits, and without regard to the amount of any such deposits; (q) To invest in life insurance contracts on the lives of key employees of the Employer, payable on death to the Trustee as beneficiary. (Such insurance contracts shall be vested exclusively in the Trustee for the benefit of the Trust as a whole and shall not be distributed in kind to a Participant in satisfaction of any interest he may have in the Trust Fund); (r) To buy, sell, and deal in options as writer of call options against securities, stocks, convertible pre- ferred stocks, convertible bonds and warrants, which are owned by the Trust, to repurchase written call options in a closing transaction, to deliver the securities for cash if the option is exercised, to buy put options for securities, stocks, convertible preferred stocks, convertible bonds and warrants, which are owned by the Trust, to resell put op- tions in a closing transaction and to deliver the securities for cash if the option is exercised; (s) To cause all or any funds of the Trust to be invested and reinvested through the medium of any common, collective or commingled trust fund now or hereafter esta- blished and maintained by the Trustee, including, but not limited to, any such common, collective or commingled trust fund which is qualified under Section 401(a) of the Code. To the extent of the participation of the Trust Fund in any such common, collective or commingled trust fund, such common collective or commingled trust fund is hereby adopted and made a part of the Plan of which this Trust is a part, and any funds of this Trust invested in any of such common, collective or commingled trust funds shall be subject to all the provisions thereof, as the same may be amended from time to time; (t) To vote in person or by proxy (but subject to Section 3.1(a) if applicable), any stocks, bonds or other securities held hereunder; (u) To employ or consult with such legal counsel, accountants, brokers, custodians and other agents as it shall deem advisable and to deposit any or all of the Trust Fund with any such agent to be held by it for the Trustee upon such terms and conditions as the agent and Trustee agree and to pay reasonable expenses and compensation for all of such services. 3.2 Nominees; Security Depositories. The Trustee may register any Stock or other property held by it as assets of the Trust Fund hereunder in its own name or in the name of its nominees in book entry form, with or without the addition of words indicating that such securities are held in a fiduciary capacity, and may hold any securities in bearer form; but the books and records of the Trustee shall at all times reflect that all such investments are part of the Trust. Securities of the Trust Fund deposited with the Trustee shall be held by it, or, except with respect to Stock, in the sole discretion of the Trustee may be placed in a registered security depository. 3.3 Records. The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions of the Trust, and all accounts, books and records relating thereto shall be open to inspection by any person designated by the Committee or the Company at all reasonable times. The Trustee shall maintain such records, make such computations and perform such ministerial acts as agreed to by the Committee and the Trustee from time to time. 3.4 Reports. Within a reasonable period of time after the close of each Plan Year or following the removal or resignation of the Trustee, and as of any other date specified by the Committee, the Trustee shall file a report with the Committee. This report shall (i) show all purchases, sales, receipts, disbursements and other transactions effected by the Trustee during the year or period for which the report is filed, (ii) contain an exact description, the cost as shown on the Trustee's books and the fair market value, as of the end of such period, of every asset held in the Trust and (iii) set forth the amount and nature, as of the end of such period, of each liability of the Trust. 3.5 Distributions. The Trustee shall make distributions from the Trust to the person entitled thereto under the Plan at such times and in such amounts of Stock or cash as the Committee directs in writing. Any undistributed portion of a Participant's Account under the Plan shall be retained in the Trust until the Committee directs its distribution. If distribution is directed in Stock, the Committee shall cause the Company to issue an appropriate stock certificate to the person entitled thereto, to be delivered to such person by the Committee. Any cash distribution shall be made by the Trustee's furnishing its check to the Committee for delivery to the Participant (or Beneficiary). ARTICLE 4 MISCELLANEOUS 4.1 Trustee Compensation. The Trustee shall be entitled to receive reasonable compensation for its services as Trustee hereunder at the rate provided for in its Schedule of Fees, if any, from time to time in force and effect. Employer shall pay to the Trustee reasonable compensation for its services as Trustee hereunder at the rate provided for in its Schedule of Fees from time to time in effect. The Trustee shall have a lien on the Trust Fund for such compensation and for any reasonable expenses, including attorneys' fees, and the same may be with- drawn from the Trust Fund if not paid within a reasonable time by the Employer. No compensation (other than reasonable expenses) shall be paid to a Trustee who is a full time employee of the Employer. 4.2 Non-Alienation or Assignment. None of the benefits under the Plan are subject to the claims of creditors of Parti- cipants, or of retired Participants, or of disabled Participants or their Beneficiaries, and will not be subject to attachment, garnishment, or any other legal process whatsoever. Neither a Participant, a retired Participant, a disabled Participant nor his Beneficiaries may assign, sell, borrow on, or otherwise encumber any of his beneficial interest in the Plan and Trust Fund, nor shall any such benefits be in any manner liable for or subject to the deeds, contracts, liabilities, engagements or torts of any Participant, retired Participant, disabled Partici- pant, or Beneficiary who shall become bankrupt or attempt to anticipate, sell, alienate, transfer, pledge, assign, encumber or charge any benefit specifically provided for herein. 4.3 Impossibility of Diversion. Anything herein to the contrary notwithstanding, it shall be impossible by operation of the Plan or of the Trust, by natural termination of either, by power of revocation or amendment, by the happening of any contin- gency, by collateral arrangement, upon the complete discon- tinuance of contributions under the Plan or by any other means, for any part of the corpus or income of the Trust Fund maintained pursuant to the Plan, or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, former Participants or their Beneficiaries. 4.4 Signatures. All communications required hereunder from the Company or the Committee to the Trustee shall be in writing signed by an officer of the Company or a member of the Committee authorized to sign on its behalf. The Committee shall authorize one or more of its members to sign on its behalf all communications required hereunder between the Committee and the Trustee. The Company shall at all times keep the Trustee advised of the names and specimen signatures of all members of the Committee and the individuals authorized to sign on behalf of the Committee. The Trustee shall be fully protected in relying on any such communication and shall not be required to verify the accuracy or validity thereof unless it has reasonable grounds to doubt the authenticity of any signature. If, after request, the Trustee does not receive instructions from the Committee on any matter on which instructions are required hereunder, the Trustee shall act or refrain from acting as it may determine. 4.5 Expenses. The reasonable expenses incurred by the Trustee in the performance of its duties, and all other proper administrative costs of the Plan and Trust, shall be charged to and paid from the Trust Fund unless paid by the Company. The Trustee shall be entitled to such reasonable compensation for its services as shall be agreed to between the Company and the Trustee. 4.6 Liability of Trustee. The Trustee shall not be liable for any loss to or diminution in value of Stock held as assets of the Trust Fund or for any action it takes or refrains from taking in accordance with proper directions of the Committee. The Company shall indemnify and hold harmless the Trustee, to the extent permitted by law, against any and all claims, loss, damages or expenses including legal fees and other expenses of litigation and liability arising from any action or failure to act, except for such liability or expense as may result by reason of the Trustee's own negligence, willful misconduct or bad faith. The Trustee shall not be required to pay interest on any portion of the Trust Fund that is held uninvested at the direction of the Committee. 4.7 Amendment and Termination. The Company (through its Board of Directors) shall have the right at any time, by an instrument in writing, duly executed and delivered to the Trustee, to modify, alter or amend this Agreement, in whole or in part, and to terminate the Plan and Trust, in accordance with the express provisions of the Plan. In no event, however, shall the duties, powers or liabilities of the Trustee hereunder be changed without its prior written consent. 4.8 Resignation or Removal of Trustee. The Trustee may resign at any time upon sixty (60) days' written notice to the Company. The Trustee may be removed at any time by the Company upon written notice to the Trustee. Upon resignation or removal of the Trustee, the Company's Board of Directors shall appoint a successor trustee or trustees. The successor trustee shall have the same powers and duties as are conferred upon the Trustee hereunder. In the event of the replacement of the Trustee by a successor trustee, the Trustee shall assign, transfer and pay over to such successor trustee all of the assets of the Trust, net of any fees and expenses not paid by the Company, together with such records or copies thereof as may be necessary to the successor trustee. 4.9 Acceptance. The Trustee hereby accepts this Trust and agrees to hold the initial assets of the Trust Fund, and all additions and accretions thereto, subject to all the terms and conditions of the Plan and this Agreement. In no event that any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity thereof shall not affect the remaining provisions of this Agreement, but shall be fully severable, and the Agreement shall be construed and enforced as if the illegal or invalid provision had never been inserted herein. 4.10 Choice of Law. This Agreement shall be administered, construed and enforced according to the laws of the State of Ohio (without regard to its principles of conflict of laws) and the laws of the United States of America (to the extent that they preempt State law or are otherwise applicable). This Agreement shall be known as the "CINTAS PARTNERS' PLAN TRUST AGREEMENT." IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written. WITNESSES: CINTAS CORPORATION BY: ITS: THE FIFTH THIRD BANK BY: ITS: 25090 CINTAS PARTNERS' PLAN TRUST AGREEMENT (Amended and Restated as of June 1, 1993) TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . 2 ARTICLE 2 TRUST FUNDS . . . . . . . . . . . . . . . . . . . 2 2.1 Creation of Trust . . . . . . . . . . . . . . . . 2 2.2 Investment of ESOP Contributions . . . . . . . . . 3 2.3 Investment of Other Contributions . . . . . . . . 5 2.4 Named Fiduciaries . . . . . . . . . . . . . . . . 6 3.1 Trustee's Powers . . . . . . . . . . . . . . . . . 6 3.2 Nominees; Security Depositories . . . . . . . . . 11 3.3 Records . . . . . . . . . . . . . . . . . . . . . 11 3.4 Reports . . . . . . . . . . . . . . . . . . . . . 12 3.5 Distributions . . . . . . . . . . . . . . . . . . 12 ARTICLE 4 MISCELLANEOUS . . . . . . . . . . . . . . . . . . 13 4.1 Trustee Compensation . . . . . . . . . . . . . . . 13 4.2 Non-Alienation or Assignment . . . . . . . . . . . 13 4.3 Impossibility of Diversion . . . . . . . . . . . . 14 4.4 Signatures . . . . . . . . . . . . . . . . . . . . 14 4.5 Expenses . . . . . . . . . . . . . . . . . . . . . 15 4.6 Liability of Trustee . . . . . . . . . . . . . . . 15 4.7 Amendment and Termination . . . . . . . . . . . . 15 4.8 Resignation or Removal of Trustee . . . . . . . . 16 4.9 Acceptance . . . . . . . . . . . . . . . . . . . . 16 4.10 Choice of Law . . . . . . . . . . . . . . . . . . 17 EX-4.6 6 TRUST AGREEMENT This Trust Fund Agreement is made by and between Cintas Corporation, having its principal place of business in Cincinnati, Ohio (the "Employer"), and SCUDDER TRUST COMPANY, having its principal place of business in Salem, New Hampshire, (the "Trustee"). WHEREAS, the Employer has established a retirement plan, the Cintas Partners' Plan (the "Plan") for its employees pursuant to Internal Revenue Code, (the "Code"), Section 401(a); WHEREAS, Scudder Trust Company has accepted its appointment as Trustee for this Plan; WHEREAS, a Plan Administrator has been appointed to administer the Plan (the "Plan Administrator"); and WHEREAS, under the Plan, funds to be invested in the Trust will be contributed to the Trustee, which funds will constitute a Trust Fund to be held for the exclusive benefit of the participants in the Plan or their beneficiaries, including payment of certain expenses. NOW, THEREFORE, in consideration of these premises and of the mutual covenants contained in this document, the Employer agrees as follows: 1. Trust Fund. The Trustee shall open and maintain a Trust Fund for the Plan. The assets of the Trust Fund may be segregated into individual accounts or pooled as specified by the Employer pursuant to the Plan. In no event may any segregation of assets require their physical separation. All contributions to the Trust Fund, any assets into which such contributions shall be invested or reinvested, any transfers to the Trust Fund, and any earnings on the assets into which contributions or transfers are reinvested, shall be referred to in this Trust Fund Agreement as the "Trust Fund." The assets of the Trust Fund shall be held for the exclusive benefit of employees or former employees of the Employer, or their beneficiaries, or for the payment of expenses of administering the Plan. Any assets in the Trust Fund may be registered in the name of the Trustee or any suitable nominee designated by the Trustee. The Trust Fund shall be administered separately from any other plan of the Employer and any other Trust of the Plan and shall not include any assets of any other plan of the Employer unless those assets are transferred pursuant to the Plan from another plan by an employee of the Employer. 2. Investment of the Trust Fund. (a) The Trust Fund shall be solely invested and reinvested pursuant to the Plan and the Trustee shall have no investment discretion regarding any assets of the Plan. In no case without the consent of the Trustee, which consent shall not be unreasonably withheld, will the Trust Fund be invested in assets other than investment companies managed by Scudder, Stevens & Clark, Inc., the Scudder Managed GIC Trust, the Scudder Managed Retirement Trust, the Scudder Stock Index Fund, or Employer Stock. (b) The Trustee shall have full power and authority to invest and reinvest in any property specified in the instructions communicated by the Plan Administrator to the Trustee. The Plan Administrator and the Trustee may also adopt procedures permitting Participants to convey their investment instructions directly to the Trustee. (c) The Trustee may invest in one or more collective investment trusts (including, without limitation, any such trusts administered by the Trustee or any affiliate of the Trustee) organized for the collective investment of assets of employee pension or profit sharing trusts, as long as each such collective investment trust constitutes a qualified trust under the applicable provisions of the Code, and while any portion of the Trust is so invested, such collective investment trusts shall constitute part of the Plan, and the instrument creating such trusts shall constitute part of this Trust Fund Agreement. (d) The Trustee may rely conclusively on any investment instructions communicated to the Trustee by the Plan Administrator (or any other party authorized to make investment decisions under the Plan) and shall have no responsibility to see that the investment instructions comply with the terms of the Plan. However, if the Trustee receives any instructions from the Plan Administrator or any other party with investment discretion that appear to the Trustee in its sole discretion to be incomplete or unclear, the Trustee shall not be required to act on such instructions and may hold uninvested any assets of the Plan without liability until suitable instructions are received. (e) If the investment instructions are incomplete or unclear, the Trustee must notify the Plan Administrator within three business days. (f) In the absence of proper investment direction, the Trustee shall not be liable for interest or market loss on any cash balances maintained in the Trust Fund. 3. Contributions. (a) All contributions to the Trust Fund shall be in cash unless the Trustee agrees otherwise. In such a case, the Trustee shall be under no duty to accept contributions in any other form unless pursuant to prior and specific written consent by the Trustee. (b) Whenever the Employer makes a contribution on behalf of a participant, the Plan Administrator shall ascertain that the participant or other party with investment discretion has received a copy of the current prospectus relating to the shares of any outside Investment Company in which such contribution is to be invested, plus, where required by any state or federal law, the current prospectus relating to any other outside investment in which contributions may be invested. (c) The Trustee shall not receive a contribution on behalf of a participant unless forwarded to the Trustee by the Plan Administrator. (d) If contributions and investment instructions are to be sent by mechanical means, it shall be the responsibility of the Plan Administrator to determine in advance that such means are acceptable to the Trustee. In the absence of such advance notice, any incompatible transmission shall be considered an incomplete or unclear instruction to the Trustee under Section 2(d) of this Agreement. (e) The Trustee shall have no responsibility for determining that contributions submitted by the Plan Administrator comply with the terms of the Plan. 4. Distributions. (a) The Trustee shall make, or cause to be made, distributions from the Trust Fund as the Plan Administrator authorizes in writing, or any other means acceptable to the Trustee. Such authorization shall be deemed to be a representation from the Plan Administrator that: (i) the distribution is for the exclusive benefit of the Participants or former Participants of the Plan or their beneficiaries; (ii) the distribution is made pursuant to the terms of the Plan and that the participant has received any notices or other necessary document(s) pursuant to the requirements of the Plan or any applicable law; or (iii) the distribution is for the payment of reasonable and necessary expenses of administering the Plan. (b) At the Trustee's option, the Trustee may make distributions from the Trust Fund to the Plan Administrator, or another party, who acts as payor for the Plan. (c) The Plan Administrator shall maintain the files of beneficiary designations, unless the Trustee agrees to maintain such files. (d) The Trustee shall not be liable for determining the propriety of any distribution made upon an order of the Plan Administrator which complies with subsection (a) of this section. 5. The Plan Administrator. (a) The Employer shall be the Plan Administrator, unless the Employer designates another person or persons. (b) The Plan shall be administered by the Plan Administrator as provided for in the Plan, and the Trustee shall have no duties with respect to the administration of the Plan. (c) The Plan Administrator shall furnish the Trustee with certificates naming the person or persons authorized to give instructions on behalf of the Plan Administrator, and provide specimens of their signatures. All requests, directions, requisitions for money and instructions by the Plan Administrator to the Trustee shall be in writing (or any other means acceptable to the Trustee) and signed by such person or persons as the Plan Administrator may designate from time to time. Such orders may be standing requests, directions, requisitions, or instructions but they shall be contingent upon the Trustee's determination that they are administratively feasible. (d) The Plan Administrator shall keep custody of beneficiary forms. 6. The Employer. (a) Any pertinent vote or resolution of the Board of Directors of the Employer shall be certified to the Trustee over the signature of the Secretary or an Assistant Secretary of the Employer and under the Employer's corporate seal. (b) Notwithstanding anything to the contrary in this Document, if the Plan is properly terminated according to the original Plan's terms and conditions after the Employer receives a determination letter from the Director of the Internal Revenue Service stating that the Plan initially fails to qualify under Section 401(a) of the Internal Revenue Code, the Employer reserves the right to direct the Trustee by an action of the Employer's Board of Directors to transfer the Trust Fund to the Employer, subject to claims against the Trust Fund for administrative expenses. The Employer shall direct the Trustee to transfer to the employees the portion of the Trust Fund the Plan requires to be transferred to employees on account of their contributions. The Trustee shall not be responsible for the Trust Fund after the distribution pursuant to the Employer's direction. If such termination ceases to be possible, this section shall be of no further force or effect. 7. The Trustee. (a) The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions, and all books and records relating to these transactions shall be open at all reasonable times to inspection and audit by any person or persons the Plan Administrator or the Employer designates. (i) The Trustee shall keep the accounts pooled or individually segregated, as the Plan Administrator may direct pursuant to the Plan. The Trustee shall provide any report required under this Agreement on an account by account basis as the accounts have been established pursuant to the direction of the Plan Administrator. (ii) Unless the Trustee and Plan Administrator agree otherwise in writing, for purposes of calculating gain or loss and recording contributions, the Trustee shall provide account records on a periodic basis to the Plan Administrator or such person as the Plan Administrator may delegate in writing. (iii) Participant loan records shall be maintained and reported in a manner agreed upon in writing by the Employer and the Trustee. In no event shall any participant loan notes be held by the Trustee. (b) The Trustee shall have no duty to take any action other than as specified in this Agreement, unless the Plan Administrator or, in the case of investment decisions, any other party authorized to make investment decisions, furnishes the Trustee with instructions in the proper form, and the instructions have been specifically agreed to by the Trustee. In addition, the Trustee shall have no duty to defend or engage in any suit unless the Trustee has first agreed to do so in writing and has been fully indemnified to its satisfaction. (c) The Trustee may conclusively rely upon and shall be protected in acting in good faith upon any written representation or order or other form of communication acceptable to the Trustee, from the Plan Administrator, or, in the case of investment decisions, any other party authorized to make investment decisions, or any other notice, request, consent, certificate or other instrument or paper which the Trustee believes to be genuine and properly executed, or any instrument or paper if the Trustee believes the signatures on the instrument or paper to be genuine. (d) The Trustee shall have no investment responsibility. (e) The Trustee shall have no responsibility to ensure that the Plan is, or continues to be a qualified plan, and the Employer agrees to indemnify the Trustee for any estate or income taxes which may be due if the plan is ever disqualified. (f) The Trustee shall deliver, or cause to be executed and delivered, to the Plan Administrator or to such individual(s) designated by the Administrator all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by the Trustee relating to securities held by the Trust. If the materials are to be delivered to the Administrator, and the Administrator is not entitled to make investment decisions under the Plan, the Administrator shall deliver these to the individual(s) entitled to make investment decisions under the Plan. The Trustee shall vote any securities held by the Trustee in accordance with the written instructions of the individual(s) entitled to make decisions under the Plan. Such instructions shall be delivered to the Trustee by the Administrator, or such other person(s) designated by the Administrator. If, however, the Trustee has not received instructions for voting the securities before two full business days prior to the meeting at which the securities are to be voted, the Trustee shall not vote the securities unless they are shares of an Investment Company sponsored by Scudder, Stevens & Clark, Inc. or its successor, in which case, the Trustee shall be entitled to vote the shares of such an Investment Company. The Trustee shall vote either in person or by proxy, for or against each proposal, or abstain from voting on each proposal, in the same proportion as all other shares of the Investment Company vote or abstain from voting at the shareholder meeting. However, the Trustee is not required to vote particular shares of such Investment Company if all of the shares of the Investment Company to which the Trustee has not received instructions are voted in the aggregate in the same proportion as all other shares of the Investment Company vote or abstain from voting. Notwithstanding the foregoing, in order for the Trustee to vote shares of an Investment Company without instructions from the person or persons entitled to make investment decisions, the Trustee must receive an opinion from its counsel that voting shares of an Investment Company without instructions and in the manner set forth above is not contrary to the provisions of the Employee Retirement Income Security Act and its rules and regulations. The Trustee shall not be obligated to seek such counsel. (g) The Trustee shall have no responsibility for preparing or filing any reports required under Section 13 of the Securities Act of 1934, or for preparing and filing any other documents in connection with employer securities. (h) The Trustee may employ legal counsel (who may be counsel for the Employer), and shall be fully protected in acting or refraining from acting upon such counsel's advice in respect to any legal questions. (i) The Trustee shall be entitled to be reimbursed for its reasonable expenses and shall be entitled to reasonable compensation for its services as provided for in the Schedule A attached to this Agreement. All reasonable administrative expenses incurred by the Trustee in the performances of its duties, including fees for legal services provided to the Trustee, shall be paid by the Employer within a reasonable time as specified by the Trustee, or may be equitably apportioned among the accounts at the Employer's option. (j) Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger, reorganization or consolidation to which such Trustee may be a party, shall be the successor of the Trustee, without the necessity of any appointment or other action, provided it does not resign and is not removed. (k) The Trustee shall appoint a Custodian to hold in custody any stock of the Employer purchased pursuant to the provisions of the plan. 8. Limitation of Trustee's Liability: Indemnification. Nothing in this Trust Fund Agreement or the Plan of which it is a part shall relieve any person from liability for any responsibility under Part 4 of Title 1 of the Employee Retirement Income Security Act (ERISA). Subject to ERISA, the Trustee shall have no liability under the Plan, except as may arise from its negligence or willful misconduct. In any event, the Employer shall fully indemnify the Trustee and save it harmless from any liability except that resulting from the Trustee's negligence or willful misconduct. 9. Resignation or Removal of Trustee. (a) Any Trustee may resign at any time upon sixty (60) days' written notice to the Employer, and the Employer may remove any Trustee at any time upon sixty (60) days' written notice to the Trustee; provided, however, that the parties may waive such notice by written instrument. (b) If any Trustee shall resign, be removed or for any other reason cease to be Trustee, the Employer shall appoint a successor Trustee or Trustees to whom the Trustee shall promptly deliver all of the assets of the Trust Fund less any unpaid fees or expenses. If no such successor Trustee is appointed, the Trustee may deliver the assets of the Trust Fund less any unpaid fees or expenses to the Employer as successor Trustee. (c) Subject to the provisions in a) and b) above, any resignation or removal of the Trustee or appointment of a new Trustee shall be by written instrument and shall become effective on the date specified in the instrument. Any successor Trustee shall have the same powers and duties as the succeeded Trustee, subject to any changes as the Employer may then determine. (d) The appointment of any successor Trustee or Trustees shall immediately vest title to the assets of the Trust Fund in the successor Trustee or Trustees without any separate instrument or conveyance. However, upon request of the successor Trustee or Trustees, the Employer and Trustee who ceases to act as Trustee shall execute and deliver any instruments of conveyance and any further assurances, and do anything else reasonably required to fully vest and confirm in the successor Trustee or Trustees all the rights, title and interest of the retiring Trustee in the Trust Fund. 10. Amendment or Termination. (a) Pursuant to the Plan, the Employer and the Trustee reserve the right to amend any or all of the provisions of this Agreement upon mutual agreement. The Employer and Trustee may also amend any or all of the provisions of this Agreement at any time by written notice delivered to the other party, provided that no amendment which affects the rights, duties or responsibilities of the Trustee may be made without the Trustee's consent. Such amendment shall be deemed accepted by the other party unless the other party objects in writing to the amendment within 30 days of receiving notice of such amendment. No amendment shall authorize or permit any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of the plan participants, their beneficiaries, spouses and contingent annuitants, before all liabilities relating to these individuals have been satisfied. Any amendment shall be effective upon delivery to and consent by the other party subject to the 30 day rule applicable to unilateral amendments above, unless a different effective date is specifically stated in the amendment. Any amendment may be made retroactively. The Employer also reserves the right to terminate this Agreement at any time by written notice to the Trustee. (b) Upon certification by the Employer that the Plan has been terminated and that the Trust Fund or part of the Trust Fund is to be distributed in accordance with the termination provisions of the Plan, the Trustee shall pay the distributions from the Trust Fund as the Plan Administrator directs. The distributions will be made either directly to the persons entitled to receive them or to the Plan Administrator for distribution, provided the Plan Administrator certifies to the Trustee that all distributions are payable under the Plan to participants or their beneficiaries, or for administrative expenses of the Plan or for other payments in accordance with the Plan provisions. 11. Taxes. (a) The Trustee may assume that any taxes assessed on or in respect of the Trust Fund are lawfully assessed unless the Plan Administrator advises the Trustee in writing that in the opinion of the Employer's counsel, such taxes are not lawfully assessed. In the event that the Plan Administrator advises the Trustee of the disputed assessment, the Trustee, if the Plan Administrator requests and suitable provisions for the Trustee's indemnity have been made, shall contest the validity of such taxes in any manner deemed appropriate by the Plan Administrator or the Employer's counsel. The word "taxes" in this section shall be deemed to include any interest or penalties that may be levied or imposed on any taxes assessed. (b) Any taxes of any kind whatsoever, including transfer taxes incurred, levied, or assessed in connection with the investment or reinvestment of the assets of the Trust Fund, shall, if allocable to the accounts of specific participants, be charged to such accounts. If not so allocable, they shall be equitably apportioned among all the participants' accounts. 12. Enforcement of Provisions. To the extent permitted by applicable law, the Employer or the Plan Administrator shall have the exclusive right to enforce any and all provisions of this Agreement on behalf of all employees or former employees of the Employer, their beneficiaries, or other persons having or claiming to have an interest in the Trust Fund or under the Plan. In any action or proceeding affecting the Trust Fund (or any property constituting a part of all thereof), the administration of the Trust Fund, or instructions to the Trustee under this Agreement, the Employer, the Plan Administrator and the Trustee shall be the only necessary parties. They shall be exclusively entitled to any notice of process of any action or proceeding; however, any judgment that may be entered in such action or proceeding shall be binding and conclusive on all persons having or claiming to have any interest in the Trust Fund or under the Plan. 13. Governing Law. To the extent state law is applicable, this instrument shall be governed by and interpreted under the laws of the State of New Hampshire. 14. Acceptance. The Trustee accepts the Trust Fund. 15. Signatures. IN WITNESS WHEREOF, the Parties have caused this Trust Fund Agreement, which shall be effective September 30, 1994, to be executed by their respective officers. ATTEST: CINTAS CORPORATION Employer By:_______________________________________________ Title:____________________________________________ Date:_____________________________________________ ATTEST: SCUDDER TRUST COMPANY By:_______________________________________________ Title:____________________________________________ Date:_____________________________________________ SCHEDULE A Scudder Trust Company Agreement for Trustee Services Scudder Trust Company and the Employer designated below agree that Scudder Trust Company will act as Trustee under a separately executed Trust Document for the Trust of the Retirement Plan designated below, subject to the following fee arrangement: The annual Trustee fee for the Plan will be two basis points of the first $30 million of plan assets other than the Employer Stock, with a minimum of $3,000.00 and a maximum of $10,000, plus ten basis points of the plan assets invested in Employer Stock. The Trustee Fee is an addition to the COMPASS fees. Fees for any additional services will be quoted upon request. Name of Plan: Cintas Partner's Plan Effective Date of Trust Agreement: September 30, 1994 AGREED: CINTAS CORPORATION SCUDDER TRUST COMPANY By:__________________________ By:________________________ Title:_______________________ Title:_____________________ Date:________________________ Date:______________________ TRUST AGREEMENT BETWEEN SCUDDER TRUST COMPANY AND CINTAS CORPORATION TABLE OF CONTENTS Page 1. Trust Fund. . . . . . . . . . . . . . . . . . . . . . . 1 2. Investment of the Trust Fund. . . . . . . . . . . . . . 2 3. Contributions. . . . . . . . . . . . . . . . . . . . . . 4 4. Distributions. . . . . . . . . . . . . . . . . . . . . . 5 5. The Plan Administrator. . . . . . . . . . . . . . . . . 7 6. The Employer. . . . . . . . . . . . . . . . . . . . . . 7 8. Limitation of Trustee's Liability: Indemnification. . . 13 9. Resignation or Removal of Trustee. . . . . . . . . . . . 14 10. Amendment or Termination. . . . . . . . . . . . . . . . 15 11. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 17 12. Enforcement of Provisions. . . . . . . . . . . . . . . . 18 13. Governing Law. . . . . . . . . . . . . . . . . . . . . . 18 14. Acceptance. . . . . . . . . . . . . . . . . . . . . . . 18 15. Signatures. . . . . . . . . . . . . . . . . . . . . . . 19 217063.1 EX-5 7 FACSIMILE (513) 579-6957 November 28, 1994 Direct Dial: (513) 579-6411 Cintas Corporation 6800 Cintas Boulevard P. O. Box 625737 Cincinnati, Ohio 45262-5737 Gentlemen: We serve as your general counsel and are familiar with your Articles of Incorporation, Bylaws and corporate proceedings generally. We have reviewed the corporate records as to the establishment of your Partners' Plan which calls for the issuance of shares of Common Stock to employees of the Company. Based solely upon such examination and considerations, we are of the opinion: 1. That Cintas Corporation is a duly organized and validly existing corporation under the laws of Washington; and 2. That the Corporation has taken all necessary and required corporate actions in connection with the proposed issuance of up to 300,000 shares of Common Stock pursuant to the Partners' Plan and the Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of the Corporation free of any claim of pre-emptive rights. We hereby consent to be named in the Registration Statement and the Prospectus part thereof as the attorneys who have passed upon legal matters in connection with the issuance of the afore- said Common Stock and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, KEATING, MUETHING & KLEKAMP By: \s\ Gary P. Kreider Gary P. Kreider rjh 217184.1 EX-23 8 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cintas Partner's Plan of Cintas Corporation of our report dated July 15, 1994, with respect to the consolidated financial statements of Cintas Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended May 31, 1994 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission \s\ Ernst & Young LLP Ernst & Young LLP Cincinnati, Ohio November 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----