AGREEMENT
This Agreement is made on January 9, 1996, by and between Xxxxxx X.
Terra; 000 Xxxxxx Xxxxxxxxx; Xxxxxxxxxx, Xxxxxxxx 00000 ("Terra") and Xxxxxx
International, Inc.; 000 Xxxxxx Xxxxxxxxx; Xxxxxxxxxx, Xxxxxxxx 00000
("Xxxxxx").
Xxxxxx desires to receive a "put" option from Terra and Terra is willing
to offer to Xxxxxx a "put" for Idexx Laboratories, Inc. ("Idexx") common stock,
$.10 par value, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and the payment of ten dollars ($10.00) in hand paid to Terra, it is
hereby agreed as follows:
1. Xxxxxx intends to purchase in the open market sufficient shares of Idexx
stock to total approximately $10,000,000.
2. Terra hereby grants to Xxxxxx an option ("option" or "put") pursuant to
which Xxxxxx may sell the Idexx shares, referred to in item 1 above, to
Terra at a price one dollar per share lower than Xxxxxx'x average purchase
price per share net of commission of Idexx. This option may be exercised
by Xxxxxx in whole between December 10 and December 20, 1996 by giving
twenty (20) days prior written notice to Terra specifying a date and a
place for the closing of such purchase exercise which is not to be later
than December 26, 1996.
3. In order to induce Terra to enter into this Agreement, Xxxxxx agrees and
warrants to Terra as follows:
(a) This Agreement has been duly authorized, executed and delivered
by Xxxxxx in accordance with its terms and pursuant to the authorization
of the Board of Directors given on January 9, 1996.
(b) Neither the execution and delivery of this Agreement, the
consummation of the transaction contemplated above nor compliance with the
terms, conditions and provisions hereof will conflict with or result in a
breach of or violation of any of the terms, conditions, or provisions of
Xxxxxx'x Certificate of Incorporation or By-Laws or any material Agreement
or instrument to which Xxxxxx is a party.
4. This Agreement is binding upon Terra, his heirs, executor assigns and
successors.
IN WITNESS WHEREOF Xxxxxx and Terra have executed this Agreement on
January 9, 1996
XXXXXX INTERNATIONAL, INC.
ATTEST:
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X'Xxxxxxx
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Its: V.P. Finance Its: CEO
/s/ Xxxxxx X. Terra
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Xxxxxx X. Terra
