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EXHIBIT 10.2
STOCK BONUS AGREEMENT
This Stock Bonus Agreement is entered into as of May 1, 1998 between
PIA Merchandising Services, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxx (the "Shareholder") as follows:
1. The Company hereby issues to the Shareholder, as a stock bonus,
21,335 shares of Common Stock of the Company (such shares being herein
referred to as the "Shares"), as full and complete consideration for services
previously rendered to the Company by Shareholder and not otherwise previously
compensated.
2. The Shareholder hereby accepts the Shares and represents and
warrants to the Company that the Shareholder is acquiring all of the Shares for
the Shareholder's own account and not with a view to or for sale in connection
with any distribution of the Shares. The Shareholder specifically represents
that the entire legal and beneficial interest in the Shares is being acquired
for, and will be held for, the Shareholder's account only and not for the
account of, or otherwise on behalf of, any other person.
3. The Shareholder acknowledges that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), on the
basis that the acquisition of the Shares does not involve a public offering. The
Shareholder acknowledges that the Shares must be held indefinitely unless they
are subsequently registered under the Act or an exemption from such registration
is available. The Company acknowledges that it has agreed to promptly register
the shares under the Act pursuant to a Registration Statement on Form S-8.
4. The Shareholder agrees not to make any disposition of any interest
in all or any part of the Shares unless and until:
(a) There is then in effect a registration statement under the Act
covering such proposed disposition and such disposition is made in accordance
with said registration statement; or
(b) (i) The Shareholder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, (ii) the
Shareholder shall have furnished the Company with an opinion of counsel for the
Shareholder to the effect that such disposition will not require registration of
such Shares under the Act, and (iii) such opinion of counsel for the Shareholder
shall have been concurred in by the Company's counsel and the Company shall have
advised the Shareholder of such concurrence.
5. The Shareholder understands and agrees that all certificates
evidencing the Shares to be issued to the Shareholder shall bear a legend
describing the above restrictions on transfer.
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IN WITNESS WHEREOF, the undersigned have executed this Stock Bonus
Agreement as of the date first set forth above.
PIA MERCHANDISING SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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