STOCK REDEMPTION AGREEMENT
This STOCK REDEMPTION AGREEMENT ("AGREEMENT"), effective as of June 30,
1999, is between Marten Transport, Ltd., a Delaware corporation (the "COMPANY"),
and Xxxxxxx X. Xxxxx, as personal representative of the Estate of Xxxxx X.
Xxxxxx (the "STOCKHOLDER").
WHEREAS, the Stockholder desires to sell to the Company, and the Company
desires to purchase from the Stockholder, an aggregate of One Hundred
Seventy-Seven Thousand Five Hundred (177,500) shares (the "SHARES") of the
Company's common stock, par value $.01 per share (the "COMMON STOCK"), subject
to all of the terms and conditions of this Agreement as hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. REDEMPTION OF THE SHARES.
1.1. AGREEMENT FOR PURCHASE AND SALE OF SHARES. Subject to the
satisfaction of the conditions to closing of the transaction
contemplated hereby as hereinafter set forth, the Stockholder
hereby agrees to sell to the Company, and the Company hereby
agrees to purchase from the Stockholder, the Shares for a
purchase price of $12.00 per Share, or an aggregate purchase
price of Two Million One Hundred Thirty Thousand and no/100
Dollars ($2,130,000) (the "REDEMPTION PRICE").
1.2. CLOSING. Unless this Agreement shall have been terminated, and
subject to the satisfaction of the conditions to closing of the
transaction contemplated hereby hereinafter set forth, a closing
(the "CLOSING") will be held on June 30, 1999 at 11:00 a.m. at
the offices of Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, Plaza VII,
Suite 3400, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or
at such other place or at such other time as the parties hereto
may mutually agree, at which time and place the documents and
instruments necessary or appropriate to effect the transaction
contemplated hereby will be exchanged by the parties.
Specifically, and not in limitation of the foregoing, at the
Closing, the Stockholder will deliver a certificate or
certificates in proper form and duly endorsed for transfer
representing the Shares, and the Company will pay to the
Stockholder the Redemption Price by certified check, federal
wire transfer or interbank transfers.
2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder
hereby represents and warrants to the Company as follows:
2.1. TITLE TO SHARES. The Stockholder is the record and beneficial
owner of the Shares, free and clear of all liens, encumbrances
and claims of every kind, and the delivery of the Shares by the
Stockholder to the Company under this Agreement will transfer to
the Company valid title to the Shares, free and clear of all
liens, charges,
encumbrances and claims of every kind. There are no actions,
suits or proceedings against the Stockholder affecting the title
to any of the Shares or the right of the Stockholder to execute,
deliver and perform its obligations under this Agreement.
2.2. AUTHORITY. The Stockholder has the full legal right, power and
authority to execute, deliver and perform its obligations under
this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and
delivered by, and constitutes the valid and binding agreement
of, the Stockholder, enforceable against the Stockholder in
accordance with its terms, except to the extent such validity or
enforceability may (a) be subject to and limited by general
principles of equity, regardless of whether considered in a
proceeding in equity or at law; (b) be subject to and affected
by applicable bankruptcy, fraudulent transfer, insolvency,
reorganization, moratorium, or similar laws affecting the rights
of creditors generally; and (c) be unenforceable in whole or in
part if not enforced with notice and an opportunity to be heard,
in good faith, and in a commercially reasonable manner.
2.3. NO CONFLICT. The execution and delivery of this Agreement by the
Stockholder and the consummation of the transaction contemplated
hereby will not (a) conflict with, or result in any breach of
any material terms, conditions or provisions of, or constitute a
default under, or result in the imposition of any lien or
encumbrance upon any assets or property of the Stockholder
pursuant to, any applicable law, administrative regulation or
judgment, or any contract to which the Stockholder is a party or
by which its properties, assets or rights may be bound or
affected; (b) violate any provision of any law, rule or
regulation of any administrative agency or governmental body
applicable to the Stockholder, or any decree of any court,
arbitrator or governmental body applicable to the Stockholder;
or (c) require any filing with, or license, permit, consent or
other approval of, any third party or governmental body.
2.4. INVESTMENT REPRESENTATIONS.
(a) The Stockholder acknowledges that the Stockholder has
received such material information as has been
requested, and has had an opportunity to ask questions
of and receive answers from management of the Company to
the extent deemed necessary by the Stockholder, in order
to enable the Stockholder to become fully familiar with
the financial condition, business and affairs of the
Company. The Stockholder, therefore, confirms the
Company's understanding that the Stockholder is fully
aware of and advised concerning the present financial
condition of the Company, the administration of the
Company's business affairs and the Company's prospects
for future business.
(b) The Stockholder, either alone or with the assistance of
its professional advisors, has such knowledge and
experience in financial and business
2
matters that it is capable of reading and interpreting
financial statements and evaluating the merits and risks
of the transaction contemplated hereby.
(c) The Stockholder has obtained, to the extent it deems
necessary, its own personal professional advice with
respect to the transaction contemplated hereby in light
of its financial condition and investment needs.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Stockholder as follows:
3.1. AUTHORITY. The Company has the full legal right, power and
authority to execute, deliver and perform its obligations under
this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and
delivered by, and constitutes the valid and binding agreement
of, the Company, enforceable against the Company in accordance
with its terms, except to the extent such validity or
enforceability may (a) be subject to and limited by general
principles of equity, regardless of whether considered in a
proceeding in equity or at law; (b) be subject to and affected
by applicable bankruptcy, fraudulent transfer, insolvency,
reorganization, moratorium, or similar laws affecting the rights
of creditors generally; and (c) be unenforceable in whole or in
part if not enforced with notice and an opportunity to be heard,
in good faith, and in a commercially reasonable manner.
3.2. NO CONFLICT. The execution and delivery of this Agreement by the
Company and the consummation of the transaction contemplated
hereby will not (a) conflict with, or result in any breach of
any material terms, conditions or provisions of, or constitute a
default under, or result in the imposition of any lien or
encumbrance upon any assets or property of the Company pursuant
to, any applicable law, administrative regulation or judgment,
or any contract to which the Company is a party or by which its
properties, assets or rights may be bound or affected; (b)
violate any provision of any law, rule or regulation of any
administrative agency or governmental body applicable to the
Company, or any decree of any court, arbitrator or governmental
body applicable to the Company; or (c) require any filing with,
or license, permit, consent or other approval of, any third
party or governmental body.
4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the Stockholder and the Company
shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby regardless of any
investigation that may have been made at any time by or on behalf of the
party to which such representations, warranties, covenants and
agreements are made.
5. CONDITIONS TO CLOSING. Notwithstanding any other provision of this
Agreement to the contrary, the obligation of the Company to effect the
transaction contemplated hereby
3
shall be subject to the satisfaction at or prior to the Closing of each
of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES TRUE. The representations
and warranties of the Stockholder contained in this
Agreement shall be in all material respects true,
complete and accurate as of the date when made and at
and as of the time of the Closing as though such
representations and warranties were made at and as of
such time, except for changes specifically permitted or
contemplated by this Agreement.
(b) REQUIRED APPROVALS AND CONSENTS. All approvals and
consents of or from any third party or any governmental
authority required to consummate the transactions
contemplated hereby shall have been delivered, made or
obtained, and the Company shall have received copies
thereof.
(c) NO ADVERSE CHANGES. No adverse changes shall have
occurred after the date hereof in the business or
financial condition of the Company or in the trading
price of the Common Stock.
(d) NO PROCEEDING OR LITIGATION. No suit, action,
investigation, inquiry or other proceeding by any third
party or any governmental body shall have been
instituted or threatened which questions the validity or
legality of the transactions contemplated hereby or
which, if successfully asserted, would individually or
in the aggregate, otherwise have a material adverse
effect on the business or financial condition of the
Company.
(e) OPINION OF COUNSEL TO THE STOCKHOLDER. The Company shall
have received an opinion of legal counsel to the
Stockholder, in form and substance satisfactory to the
Company, to the following effect:
(i) The Stockholder is the record and beneficial
owner of the Shares, free and clear of all
liens, encumbrances and claims of every kind,
and the delivery of the Shares by the
Stockholder to the Company under this Agreement
will transfer to the Company valid title to the
Shares, free and clear of all liens, charges,
encumbrances and claims of every kind. There are
no actions, suits or proceedings against the
Stockholder effecting the title to any of the
Shares or the right of the Stockholder to
execute, deliver and perform its obligations
under this Agreement.
(ii) The Stockholder has the full legal right, power
and authority to execute, deliver and perform
its obligations under this Agreement and to
consummate the transaction contemplated hereby.
This Agreement has been duly and validly
executed and delivered by, and constitutes the
valid and binding agreement of, the Stockholder,
enforceable against the Stockholder in
accordance with its terms.
4
(iii) The execution and delivery of this Agreement by
the Stockholder and the consummation of the
transaction contemplated hereby will not (a)
conflict with or result in any breach of any
material terms, conditions or provisions of, or
constitute a default under, or result in the
imposition of any lien or encumbrance upon any
assets or property of the Stockholder pursuant
to, any applicable law, administrative
regulation or judgment or any contract to which
the Stockholder is now a party or by which its
properties, assets or rights may be bound or
affected; (b) violate any provision of any law,
rule or regulation of any administrative agency
or governmental body applicable to the
Stockholder, or any decree of any court,
arbitrator or governmental body applicable to
the Stockholder; or (c) require any filing with,
or license, permit, consent or other approval
of, any third party or governmental body.
(f) FINANCING. The Company shall have obtained, on terms
satisfactory to the Company in its sole discretion, such
financing (if any) as may be necessary for the Company
to consummate the transaction contemplated hereby.
(g) ACCEPTANCE BY COUNSEL. The form and substance of all
legal matters contemplated hereby and of all instruments
and documents delivered hereunder shall be in form and
substance reasonably satisfactory to counsel to the
Company.
6. MISCELLANEOUS.
6.1. TERMINATION. This Agreement may be terminated and the
transaction contemplated hereby may be abandoned at any time,
but not later than the Closing, upon the following terms:
(i) by mutual written consent of the Company and the
Stockholder; or
(ii) by the Company on or after July 31, 1999 if any
of the conditions provided for in Section 5 of
this Agreement shall not have been satisfied or
waived in writing by the Company prior to such
date; or
(iii) by the Stockholder on or after July 31, 1999 if
the transactions contemplated hereby shall not
have been consummated on or before such date.
6.2. PUBLIC ANNOUNCEMENTS. The Stockholder acknowledges and
understands that the Company will make a public announcement of
the transactions contemplated hereby as may be necessary or
appropriate in accordance with applicable law. The Stockholder
agrees that it will not make any public statement or issue any
release relating to the transactions contemplated hereby without
the prior written consent of the Company.
5
6.3. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Wisconsin,
notwithstanding the laws of conflict of any jurisdiction.
6.4. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNMENT. This Agreement
collectively sets forth the entire agreement and understanding
of the parties with respect to the transaction contemplated
hereby and supersedes all prior agreements, arrangements, and
understandings relating to the subject matter hereof or thereof.
All of the terms, representations and warranties of this
Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective
successors, heirs at law, legatees, distributees, executors,
administrators and other legal representatives.
6.5. FURTHER ASSURANCES. Each party to this Agreement will, on or at
any time after the date hereof, execute such further documents
or instruments and take such further actions as may reasonably
be requested by any other party to this Agreement to effect the
purposes of this Agreement.
6.6. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but
all of which, when taken together shall constitute but one
instrument.
(BALANCE OF PAGE INTENTIONALLY BLANK)
6
IN WITNESS WHEREOF, the parties duly executed this Agreement effective
as of the day and year first written above.
COMPANY:
MARTEN TRANSPORT, LTD.
By:
-----------------------------------------------
Its:
-----------------------------------------------
STOCKHOLDER:
---------------------------------------------------
Xxxxxxx X. Xxxxx, as personal representative of the
Estate of Xxxxx X. Xxxxxx
7
