Exhibit No. 99.35
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Xxxxxxx X. Xxxxxxx, as trustee of that certain
trust created by Xxxxxxx X. Xxxxxxx known as the Xxxxxxx X. Xxxxxxx Family Trust
dated March 7, 1967 (the "Purchaser"), and Xxxxxxx X. Xxxxxxx and Xxxxxxx Bank,
as co-trustees of the Xxxxxx X. Xxxxxxx 1988 Trust Number One dated September
14, 1988 (the "Seller").
RECITALS
A. On June 27, 2003, Xxxxxx X. Xxxxxxx, as trustee of the Xxxxxx X. Xxxxxxx
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including S. Xxxxxx Xxxxxxx.
B. Pursuant to the Option Agreement, each of Xxxxxx X. Xxxxxxx'x children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Xxxxxxx
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Xxxxxx X. Xxxxxxx'x death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised. If market quotations are available for an asset, such as Class A
shares of Xxxxxxx Outdoors, Inc., fair market value is the closing price for
such asset on the business day immediately preceding the day the option is
exercised. If market quotations are not available for an asset, such as Class B
shares and Class B voting trust certificates of Xxxxxxx Outdoors, Inc., the fair
market value of such asset must be established by an independent appraiser
agreeable to both Purchaser and Seller.
D. Prior to the Closing Date, S. Xxxxxx Xxxxxxx assigned to Purchaser the
option to purchase the following interests in Xxxxxxx Outdoors, Inc., a
Wisconsin corporation: 127,489 Class A shares, 6,250 Class B shares and 11,761
Class B voting trust certificates.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
the following interests in Xxxxxxx Outdoors, Inc., a Wisconsin corporation:
127,489 Class A shares, 6,250 Class B shares and 11,761 Class B voting trust
certificates (the "Option Assets"). Seller hereby sells the Option Assets to
Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $2,924,550.00, subject, however, to paragraph 3 below (the
"Purchase Price"). Purchaser and Seller acknowledge and agree that their intent
is that the Purchase Price be the actual fair market value of the Option Assets
on the Closing Date.
3. Adjustment of Purchase Price. The Purchase Price reflects a price of
$20.10 for each Option Asset purchased.
(a) If the market closing price of 127,489 Class A shares of Xxxxxxx
Outdoors, Inc. on the business day immediately proceeding the Closing Date
(the "Class A Market Value") is not $2,562,528.90 (the "Class A Purchase
Price"), then within a reasonable period after the Closing Date, Purchaser
and Seller agree the following will occur:
(i) In the event the Class A Market Value exceeds the Class A
Purchase Price, Purchaser shall deliver to Seller the difference
between the Class A Market Value and the Class A Purchase Price paid
on the Closing Date.
(ii) In the event the Class A Purchase Price exceeds the Class A
Market Value, Seller shall refund to Purchaser the difference between
the Class A Purchase Price paid on the Closing Date and the Class A
Market Value.
(b) Purchaser and Seller have selected Willamette Management
Associates (the "Appraiser") to determine the fair market value of the
Option Assets consisting of Class B shares and Class B voting trust
certificates on the Closing Date (the "Appraised Value"). Because such
appraisal could not be completed prior to the Closing Date, the Purchaser
and Seller have estimated the fair market value of the Option Assets
consisting of Class B shares and Class B voting trust certificates as
$362,021.10 ("Estimated Fair Market Value") based upon the information
known to them as of the Closing Date. If the Appraiser determines that the
Estimated Fair Market Value is not equal to the fair market value of the
Option Assets consisting of Class B shares and Class B voting trust
certificates as of the Closing Date, then within a reasonable period after
the Appraiser determines the Appraised Value, Purchaser and Seller agree
the following will occur:
(i) In the event the Appraised Value exceeds the Estimated Fair
Market Value, Purchaser shall deliver to Seller the difference between
the Appraised Value and the Estimated Fair Market Value paid on the
Closing Date.
(ii) In the event the Estimated Fair Market Value exceeds the
Appraised Value, Seller shall refund to Purchaser the difference
between the Estimated Fair Market Value paid on the Closing Date and
the Appraised Value.
(c) If either Purchaser or Seller fails to take appropriate action to
make the adjustments set forth in this paragraph within a reasonable time
after the Closing Date, as to the purchase described in subparagraph (a)
above, or within a reasonable time after the Appraiser determines the
Appraised Value as to the purchase described in subparagraph (b) above,
then the other party may take any action, pursue any remedy or constitute
legal proceedings to enforce this paragraph and the terms of this
Agreement.
4. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
5. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
6. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
7. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
8. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
9. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
XXXXXXX X. XXXXXXX FAMILY TRUST XXXXXX X. XXXXXXX 1988 TRUST
DATED MARCH 7, 1967 NUMBER ONE
/s/ Xxxx X. Xxxxxxxx, as agent for Xxxxxxx X.
Xxxxxxx, Trustee of the Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxxx, as agent
Family Trust for Xxxxxxx X.Xxxxxxx, Trustee
--------------------------------------------- of the Xxxxxx X. Xxxxxxx 1988
Xxxxxxx X. Xxxxxxx, trustee Trust
-------------------------------
Xxxxxxx Xxxxxx Xxxxxxx,
co-trustee
XXXXXXX BANK, co-trustee
/s/ Xxxxx X. Xxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice
President
Exhibit No.
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
$ - $ - $ - $ 450,000.00
31-Dec-05 $ 42,290.50 $ 18,504.99 $ 23,785.51 $ 426,214.49
31-Dec-06 $ 42,290.50 $ 20,117.32 $ 22,173.18 $ 404,041.31
31-Dec-07 $ 42,290.50 $ 19,070.75 $ 23,219.75 $ 380,821.56
31-Dec-08 $ 42,290.50 $ 17,974.78 $ 24,315.72 $ 356,505.84
31-Dec-09 $ 42,290.50 $ 16,827.08 $ 25,463.42 $ 331,042.42
31-Dec-10 $ 42,290.50 $ 15,625.20 $ 26,665.30 $ 304,377.12
31-Dec-11 $ 42,290.50 $ 14,366.60 $ 27,923.90 $ 276,453.22
31-Dec-12 $ 42,290.50 $ 13,048.59 $ 29,241.91 $ 247,211.31
31-Dec-13 $ 42,290.50 $ 11,668.37 $ 30,622.13 $ 216,589.18
31-Dec-14 $ 42,290.50 $ 10,223.01 $ 32,067.49 $ 184,521.69
31-Dec-15 $ 42,290.50 $ 8,709.42 $ 33,581.08 $ 150,940.61
31-Dec-16 $ 42,290.50 $ 7,124.40 $ 35,166.10 $ 115,774.51
31-Dec-17 $ 42,290.50 $ 5,464.56 $ 36,825.94 $ 78,948.57
31-Dec-18 $ 42,290.50 $ 3,726.37 $ 38,564.13 $ 40,384.44
31-Dec-19 $ 42,290.59 $ 1,906.15 $ 40,384.44 $ -
