Exhibit 10.1
STOCKHOLDERS AGREEMENT FOR
UNIPAC SERVICE CORPORATION
This Stockholders Agreement for UNIPAC Service Corporation (the
"Agreement") is made and entered into as of the 2nd day of March, 2000, by and
among UNIPAC Service Corporation, a Nebraska corporation (the "Company"),
Farmers & Merchants Investment Inc., a Nebraska corporation ("F&M"), Packers
Service Group, Inc., a Nebraska corporation ("PSG"), Great Plains Financial,
LLC, a Colorado limited liability company ("Great Plains"), New Horizon
Holdings, LLC, a Colorado limited liability company ("New Horizon Holdings"),
stockholders of the Company (and their respective spouses) who execute this
Agreement and each other person or entity hereafter becoming a party to this
Agreement in accordance with the terms hereof or otherwise (all such persons or
entities being collectively referred to hereinafter as the "Shareholders").
RECITALS
A. The Shareholders are the record and beneficial owners of the issued and
outstanding capital stock of the Company, in the respective amounts set forth
opposite their respective names in Exhibit "A", attached hereto.
B. The Shareholders desire to grant certain rights and to impose certain
restrictions relating to the transfer of the shares of common stock of the
Company owned by the Shareholders in order to advance the Company's welfare and
the prospects for its success, as well as to establish certain orderly
procedures for the transfer of the shares of stock of the Company as a means of
avoiding disruptions of the Company's affairs.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereto agree as follows:
I. TRANSFER OF COMMON STOCK
1.1 Transfers by Shareholders Prohibited Without Consent. Unless otherwise
expressly permitted by this Agreement, no Shareholder nor any successor or
assign thereof, may directly or indirectly sell, assign, pledge, encumber,
hypothecate or otherwise transfer ("Transfer") any interest in any of the
shares of stock of the Company (the "Stock") or permit any such interest
to be subject to Transfer, directly or indirectly, by operation of law or
agreement, without obtaining the prior written consent of holders of an
aggregate of more than fifty percent (50%) of the shares of Class A Common
Stock (collectively, the "Class A Shareholders") and their successors and
assigns, as provided in Section 1.3 hereof. Notwithstanding the receipt of
prior written consent, any such permitted or approved Transfer shall be
null and void and the Company shall refuse to recognize such Transfer: (i)
if such Transfer would be made in a transaction to which the registration
requirements of the Securities Act of 1933, as amended (the "1933 Act")
are applicable unless such interest is
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registered under the 1933 Act or is Transferred pursuant to an exemption
from the registration requirements of the 1933 Act, or would violate any
applicable state securities laws, rules or regulations; and (ii) unless
the transferee shall execute and deliver to each party hereto an agreement
acknowledging that all shares of or interest in any Stock in the Company
so transferred are and shall remain subject to this Agreement, and
agreeing to be personally bound hereby. Any purported Transfer in any
other manner shall be null and void and shall not be recognized or given
effect by the parties hereto.
1.2 Transfers by Shareholders to Permitted Transferees.
(a) Each Shareholder may at any time, without the consent of the
other Shareholders, and without the applicability of Sections 1.3
and 1.4 hereof, Transfer any or all of its shares of or interest in
Stock in the Company to (i) any person or entity which already is a
Shareholder, or (ii) any voting trust to which a Shareholder is the
voting trustee, provided the beneficial owners are Shareholders
(collectively, the foregoing shall be referred to hereinafter as a
"Permitted Transferee").
(b) Notwithstanding Section 1.2(a), any such Transfer shall be null
and void and the Company shall refuse to recognize such Transfer (i)
if such Transfer would be made in a transaction to which the
registration requirements of the 1933 Act are applicable unless such
interest is registered under the 1933 Act or is Transferred pursuant
to an exemption from the registration requirements of the 1933 Act,
or would violate any applicable or would violate any applicable
state securities laws, rules or regulations; and (ii) unless the
Permitted Transferee executes and delivers to each party hereto an
agreement acknowledging that all shares of or interest in any Stock
in the Company so transferred are and shall remain subject to this
Agreement, and agreeing to be personally bound hereby. No Transfer
by a Shareholder or any of its Permitted Transferees under Section
1.2(a) shall release such Shareholder from any obligations or
liabilities under this Agreement.
(c) Any Shareholder or Permitted Transferee intending to Transfer
any shares of or interest in Stock in the Company pursuant to this
Section 1.2 shall notify the Shareholders of any intended Transfer
ten (10) days prior to such Transfer, giving the name and address of
the intended Permitted Transferee and the Permitted Transferee's
status as set forth in Section 1.2(a) hereof; provided, however,
that no otherwise valid Transfer shall be rendered invalid solely as
a result of a failure to give notice hereunder.
1.3 Notice of Intention to Sell. Except as otherwise specifically
permitted in this Agreement, a Shareholder shall not Transfer any shares
or interest in the Stock of the Company unless such Shareholder (the
"Offering Shareholder") shall have given written notice to the Company and
the Class A Shareholders of an intention to do so (the "Notice")
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and (i) obtained the written consent from holders of an aggregate of more
than fifty percent (50%) of the shares of Class A Common Stock (including
the Offering Shareholder) and (ii) complied with and met the conditions
prescribed by the other applicable provisions of this Agreement. The
Notice shall be accompanied by a summary of the terms and conditions of
the proposed sale specifying the identity of the transferee, the number of
shares of Stock in the Company to be sold, the purchase price and the
terms of payment. If the Offering Shareholder has entered into any written
agreement with respect to the proposed sale, a copy of such agreement
shall accompany the Notice. The Company shall promptly forward the Notice
to the Shareholders, unless the holders of an aggregate of more than 50%
of the shares of Class A Common Stock direct the Company not to forward
the Notice.
1.4 Purchase Option of Shareholders. Shareholders other than the Offering
Shareholder shall have the exclusive right and option, exercisable at any
time during a period of thirty (30) days after the receipt of the Notice
by the Company, to purchase all or any portion of the Stock proposed to be
Transferred. If the Shareholders other than the Offering Shareholder do
not respond to the Notice within such thirty (30) day period, the
Shareholders other than the Offering Shareholder shall be conclusively
presumed to have chosen not to exercise their option hereunder.
If a Shareholder elects to purchase all or any portion of the Stock
proposed to be Transferred, the purchase and sale of the Stock shall be
closed sixty (60) days after the Offering Shareholder receives notice of
the election to purchase the Stock from such Offering Shareholder, or on
such other date as may be agreed upon by Shareholders participating in the
transaction. The purchase price to be paid by the Shareholders for such
Stock shall be the lesser of (i) the purchase price as set forth in the
Notice, and (ii) the then current book value of the Stock to be sold by
the Offering Shareholder as determined under generally accepted accounting
principles as of the date of closing, and based on the most recent audited
financial statement of the Company. In the event that more than one of the
other Shareholders elect to purchase the Stock of the Offering
Shareholder, then such remaining Shareholders shall purchase the Offering
Shareholder's Stock on a pro rata basis. The Notice from the Offering
Shareholder shall not provide for any consideration that is neither cash
nor an obligation to pay cash in the future. To the extent not purchased
by the Shareholders in accordance with the foregoing provisions, the Stock
described in the Notice may be sold to the person or entity identified in
the Notice; such sale of Stock to any such other party shall be made
within ninety (90) days following delivery of the Notice, and no change of
terms of the proposed sale shall be permitted without a new notice of
intention to sell and subsequent compliance with the requirements of this
Agreement.
Notwithstanding the provisions set forth above in this Section 1.4,
Shareholders other than Class A Shareholders shall have no option to
purchase the Offering Shareholder's Stock if the holders of an aggregate
of more than fifty percent (50%) of the shares of Class A Common Stock
direct the Company not to forward the Notice to the Shareholders.
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1.5 Redemption Option of the Company.
(a) Option. Each of the Shareholders do hereby grant to the Company
an irrevocable option (the "Option") to redeem all or a portion of
the Shareholders' respective interests in Stock if any event
described below ("Triggering Event") occurs with respect to such
Shareholder: (i) a Shareholder who, at the time such Shareholder
initially acquired Stock in the Company, held a position as
employee, officer or director of the Company or any affiliate
thereof, thereafter ceases status as an employee, officer or
director of the Company or any affiliate thereof; (ii) a final
decree of divorce of a Shareholder is entered, unless prior thereto
the Shareholder has acquired all of his/her divorced spouse's
interest in the stock of the Company in his/her name on the books of
the Company; or (iii) a "Change in Control" (as defined below)
occurs with respect to Great Plains or New Horizon. Each Shareholder
who is subject to a Triggering Event shall immediately give written
notice (the "Triggering Event Notice") to the Company of the
occurrence of a Triggering Event. If the Triggering Event Notice is
not actually given, the Company shall acquire the Option at any time
after the Company obtains actual knowledge of the occurrence of such
Triggering Event. In the event the Company exercises the Option, it
shall give written notice to the Shareholder of its intent to do so,
and redemption shall take place within sixty (60) days of the date
such notice is sent by the Company. The redemption price shall be
the book value of Stock held by the Shareholder on the date of
redemption, as determined under generally accepted accounting
principles (based on the most recent audited financial statement of
the Company), which shall be paid upon surrender of such
Shareholder's stock certificate(s) to the Company.
(b) Change in Control Defined. For purposes of this Agreement, the
term "Change in Control" shall mean
(i) the members of Great Plains or New Horizon Holdings
approved a definitive agreement for (w) the merger or other
business combination of Great Plains or New Horizon Holdings
with or into another entity pursuant to which Great Plains or
New Horizon Holdings will not survive, (x) the sale or other
disposition of all or substantially all of the assets of Great
Plains or New Horizon Holdings to an entity that is not
controlling, controlled by or under common control with the
members of Great Plains and New Horizon Holdings as set forth
in Exhibit "B" attached hereto, (y) the merger of another
entity into Great Plains or New Horizon Holdings if, as a
result of the merger, less than 80% of Great Plains or New
Horizon Holdings shall be owned in the aggregate immediately
after such merger by the members of Great Plains and New
Horizon Holdings as set forth in Exhibit "B" respectively,
outstanding immediately prior to the merger (for purposes of
this subsection
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(i) "control" means more than 50% direct or indirect
voting control), or (z) any combination of the
foregoing;
(ii) any person other than employees of the Company or
any affiliate thereof or any entity controlled by such
employees is or becomes a member of Great Plains or of
New Horizon Holdings holding or controlling 40% or more
of the combined voting power of members of either Great
Plains or New Horizon Holdings;
(iii) during any period of 24 consecutive months,
individuals who at the beginning of such period
constitute the management of either Great Plains or New
Horizon Holdings cease for any reason to constitute at
least a majority thereof unless the election, or the
nomination for election of each new manager was approved
by a vote of at least two-thirds of the members of
either Great Plains or New Horizon Holdings;
(iv) in the event that employees of the Company, NelNet,
Inc. or an affiliate thereof cease to either own or have
voting control of at least one-half of the membership
interest in Great Plains or New Horizon Holdings.
1.6 Bring-Along Provision. If one or more of the Class A Shareholders
receive an offer to purchase a controlling block of the Stock of the
Company owned by the Class A Shareholders, and such Class A Shareholders
wish to accept such offer, the Class A Shareholders shall promptly notify
the other Shareholders of the Company of the details of such offer. The
other Shareholders shall have three (3) days in which to give notice to
the Class A Shareholders that they wish to sell their Stock under the same
terms as described in the notice of offer. If the other Shareholders do
give such notice, the Class A Shareholders shall use best efforts in good
faith to negotiate the sale of the other Shareholders' Stock upon such
same terms. For purposes of this Section 1.6, a "controlling block" of the
Class A Common Stock shall mean that number of shares of the Class A
Common Stock that would give the purchaser a majority of the voting power
of the Class A Common Stock.
II. STOCK CERTIFICATES
2.1 Agreement Legend. Each Shareholder shall promptly deliver to the
Company any certificates representing Stock for placement thereon of a
legend substantially in the following form:
This certificate represents shares, the sale, disposition or other
transfer of which is subject to restrictions pursuant to the
Shareholders Agreement for UNIPAC Service Corporation (the
"Company") dated as of March 1, 2000, by and among the Shareholders
of the Company. A copy of such agreement is on file at the
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Company's principal offices and, upon written request to the
Company, a copy thereof will be mailed or otherwise provided to
appropriately interested persons without charge within five (5) days
after the Company's receipt of such a request.
2.2 Securities Act Legend. The Stock has not been registered under the
1933 Act, and may not be Transferred except in compliance therewith. Each
Shareholder acknowledges and agrees that in addition to the other
restrictions on Transfer imposed hereunder, the shares of Stock may not be
transferred except after compliance with the provisions of a legend in
substantially the following form, which shall be placed on each
certificate representing Stock:
The securities represented hereby have not been registered under the
Securities Act of 1933, as amended (the "Act") and may not be sold,
transferred or otherwise disposed of unless a registration statement
under the Act with respect to such securities has become effective
or unless the holder hereof establishes to the satisfaction of the
issuer hereof that an exemption from such registration is available.
2.3 Placement of Restrictive Legends. All certificates representing Stock
hereafter issued to any Shareholder during the term of this Agreement
shall bear the legends sections 2.1 and 2.2.
III. MISCELLANEOUS
3.1 Remedies. The parties to this Agreement acknowledge and agree that
breach of any of the covenants of the Shareholders set forth in this
Agreement is not fully compensable by payment of money damages and,
therefore, the covenants of the Shareholders set forth in this Agreement
may be enforced in equity by a decree requiring specific performance.
Without limiting the foregoing, if any dispute arises concerning the sale
or other disposition of any of the shares of Stock subject to this
Agreement, the parties to this Agreement agree that an injunction may be
issued restraining the sale or other disposition of such shares of Stock
or rescinding any such sale or other disposition, ending resolution of
such controversy. Such remedies shall be cumulative and non-exclusive and
shall be in addition to any other rights and remedies the parties may have
under this Agreement.
3.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Nebraska without giving effect to
the principles of conflicts of law thereof.
3.3 Notices. Unless otherwise expressly provided herein, all notices,
requests, demands or other instruments which may or are required to be
given by any party to the others shall be in writing, and each shall be
deemed to have been properly given when served personally on
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any party who is an individual or on an officer of any party which is an
entity to whom such notice is to be given, or upon expiration of a period
of 48 hours from and after the postmark thereof when mailed postage
prepaid by registered or certified mail, requesting return receipt,
addressed as follows:
If to the Company:
UNIPAC Service Corporation
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: K. Xxx Xxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to the Class A Shareholders:
Farmers & Merchants Investment Inc. and
Xxxxxxx X. Xxxxxx
0000 X. 00xx Xxxxxx
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Xxxxxxx X. Xxxxxxxxxxx
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx X000
Xxxxxxxxxx XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Great Plains:
Great Plains Financial, LLC
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxx Xxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to New Horizon Holdings:
New Horizon Holdings
0000 X Xxxxxx Xxxx Xxx 000
0
Xxxxxx XX 00000
Attention: K. Xxx Xxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to other Shareholders:
Addressed to the parties indicated in Attachment A hereto.
Any party may change the address and name of the addressee to which
subsequent notices are to be sent to it, by notice to the others given as
aforesaid, but any such notice of change, if sent by mail, shall not be
effective until the 5th day after it is mailed.
3.4 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction.
3.5 Amendment; Termination. This Agreement may not be modified or amended
except by an instrument in writing signed by the Shareholders subject to
this Agreement. This Agreement shall terminate and all rights and
obligations hereunder shall cease if (i) the Company is adjudicated as a
bankrupt, executes an assignment for the benefit of creditors, or a
receiver is appointed for the Company, or (ii) the Company is voluntarily
or involuntarily dissolved.
3.6 Binding Effect. This Agreement shall be binding upon and enure solely
to the benefit of each party hereto and their respective heirs, legal
representatives, successors and permitted assigns.
3.7 Counterparts. This Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed to be an original instrument,
but all of which together shall constitute one and the same instrument.
3.8 Recapitalizations, Exchanges, Etc. The provisions of this Agreement
shall apply, to the full extent set forth herein with respect to shares of
Stock, to any and all shares of Stock of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets,
or otherwise) that may be issued in respect of, in exchange for, or in
substitution of the shares of Stock, by reason of a stock dividend, stock
split, stock issuance, reverse stock split, combination, recapitalization,
reclassification, merger, consolidation or otherwise. Upon the occurrence
of any such events, amounts hereunder shall be appropriately adjusted.
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3.9 Assignment. This Agreement is personal to the parties and may not be
assigned without unanimous written consent of all parties hereto.
3.10 Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto relating to the subject matter hereof and
supercedes all prior agreements, understandings and arrangements, oral or
written, among the parties hereto with respect to the subject matter
hereof. The section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement for UNIPAC Service Corporation as of the date first written above.
UNIPAC SERVICE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Title: Chairman
________________________________
FARMERS & MERCHANTS INVESTMENT
INC.
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Title: President
________________________________
PACKERS SERVICE GROUP, INC.
By: /s/ Xxx Xxxxxx
________________________________
Title: ________________________________
GREAT PLAINS FINANCIAL, LLC
By: ________________________________
Title: ________________________________
NEW HORIZON HOLDINGS, LLC
By: /s/ K. Xxx Xxxx
________________________________
Title: Manager
________________________________
By: /s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
By: /s/Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx
By: /s/Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
By: /s/Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx
By: /s/Xxxx Xxxxxx
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Xxxx Xxxxxx
By: /s/Xxxxxxx Xxxxxxxxxx
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/s/Xxxxx Xxxxxxxxxx
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Xxxxxxx and Xxxxx Xxxxxxxxxx
By: /s/Xx Xxxxx
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Xx Xxxxx
By: /s/Xxxx Xxxxx
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Xxxx Xxxxx
By: /s/Xxx Xxxxxx
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Xxx Xxxxxx
By: /s/Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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Xxx and Xxxxx Xxxxxxxxx
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/s/ Xxxxxxx Xxxxxxx
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K. Xxx Xxxx
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By: /s/K. Xxxxx Xxxxxx, Xx.
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K. Xxxxx Xxxxxx, Xx.
By: /s/Xxxxx XxXxxxxxxxxx
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Xxxxx XxXxxxxxxxxx
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By: /s/Xxxxx X. Xxxxxxx
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Xxxxxxx Xxxx
By: /s/Elise Nowilowski
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Elise Nowilowski
By: /s/Xxxxxx Xxxx
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Xxxxxx Xxxx
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Xxxx Xxxxxxxx
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