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EXHIBIT 10.4
SHARE PURCHASE AGREEMENT
(UNICCO Service Company)
This Share Purchase Agreement (the "Agreement") dated as of June 20,
1996, is between UNICCO Service Company, a Massachusetts business trust
("UNICCO") and Xxxxxx X. Xxxxxx (the "Purchaser").
UNICCO hereby offers to the Purchaser, and the Purchaser hereby
subscribes for, 27 Non-Voting shares (the "Shares") of UNICCO under the terms
and conditions set forth herein.
Therefore, the Parties agree as follows:
1. PURCHASE AND SALE. Upon the execution of this Agreement, UNICCO shall
issue and deliver to the Purchaser a certificate representing 27 Shares in
consideration of the Purchaser's payment of $8,035.42 per share (for a total of
$216,945.00) to be paid by delivery of a Promissory Note in the form of EXHIBIT
A hereto.
2. REPURCHASE OF SHARES. If at any time the Purchaser's employment with
UNICCO is terminated for any reason (including, without limitation, voluntary
termination, involuntary termination by UNICCO with or without cause, or death
or disability), the Purchaser shall be required to sell, and UNICCO shall be
required to purchase, for the purchase price described below, all of the Shares
sold to the purchaser hereunder. The purchase price of the Shares sold pursuant
to this Section 2 shall be the book value of such shares, determined by UNICCO's
independent public accountants (the "Accountants") as of the last day of the
month next preceding the month in which the termination of Purchaser's
employment with UNICCO shall have occurred, which determination shall be final
and binding on all parties hereto in the absence of manifest error.
Notwithstanding the foregoing provisions, if (a) UNICCO terminates the
Purchaser's employment without cause and (b) UNICCO or Xxxxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx, and Xxxxxx X. Xxxxxx (the "Existing
Stockholders") enter into an agreement within one year after the effective date
of the Purchaser's termination of employment in which (i) UNICCO agrees to sell
all or substantially all of its assets not in the ordinary course of its
business or (ii) the Existing Stockholders agree to sell more than fifty (50%)
percent of their shares of UNICCO (to persons or entities other than Permitted
Transferees, as defined below), the Purchaser shall be entitled to receive a
percentage of the consideration received by UNICCO from the sale of its assets
after satisfaction of all liabilities or received by the Existing Stockholders
for the sale of their shares, as the case may be, equivalent to the percentage
of the shares of UNICCO previously owned by the Purchaser on the effective date
of such termination as reduced by all previous payments made to the Purchaser
pursuant to this Section.
"Permitted Transferees" as used herein means (i) other Existing
Stockholders, (ii) the spouses, parents, sisters, brothers, ancestors and lineal
descendants ("Family Members") of Existing Stockholders or any trust established
for the benefit of any Family Members of Existing
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Stockholders, (iii) any corporation, partnership, trust or other entity in which
the Existing Stockholders or Family Members own more than fifty (50%) percent of
the outstanding capital stock, partnership interest or other beneficial interest
or (iv) any estate of a deceased Existing Stockholder or Family Member.
3. CLOSING OF UNICCO PURCHASE. The closing of any purchase and sale of
Shares required under the provisions of Section 2 shall be held within a
reasonable time, not to exceed sixty (60) days, after the termination of the
Purchaser's employment with UNICCO. At the closing, UNICCO shall make payment
for the Shares being purchased by delivering the full amount of the total
purchase price in cash or by certified or bank check, and the Purchaser (or his
legal representative, in the event of the Purchaser's death) shall deliver to
UNICCO the certificates for the Shares being sold, free and clear of all liens
and encumbrances, together with duly executed stock powers. At the closing, the
Purchaser shall repay UNICCO, in cash or by certified or bank check, the full
principal amount (and all accrued and unpaid interest thereon) of all loans and
advances made by UNICCO to the Purchaser.
4. RESTRICTIONS ON TRANSFER. The Purchaser agrees that, during the term
of his employment with UNICCO, he will not sell, assign, give, transfer, pledge,
hypothecate, mortgage or otherwise encumber or dispose of all or any of the
Shares (or any interest therein) transferred to him pursuant hereto. UNICCO may
at any time waive any restriction imposed by this Section 4 with respect to all
or any portion of such shares.
5. TERMINATION OF RESTRICTIONS UPON PUBLIC OFFERING. The restrictions on
transfer set forth in Section 4 hereof, and the obligations set forth in Section
2 hereof, shall terminate upon an offering and distribution (if ever) to the
public of shares of UNICCO's voting shares of Common Stock pursuant to a
registration statement filed under the Securities Act of 1933, as amended (the
"Securities Act"), or a successor statute.
6. INVESTMENT REPRESENTATION. The Purchaser represents that his
acquisition of the Shares is for his own account for investment and not with a
view to the resale or distribution thereof, and that no subsequent sale or offer
for sale of the Shares shall be made unless (i) the Shares are registered under
the Securities Act and applicable state securities laws or (ii), in the opinion
of UNICCO's counsel, an exemption from such registration is available.
7. EMPLOYMENT RIGHTS. The Purchaser's ownership of the Shares shall not
confer upon him any right with respect to his employment by UNICCO, UNICCO or
any parent or subsidiary of UNICCO nor shall such ownership interfere in any way
with the right of any of such companies to terminate the employment of the
Purchaser.
8. LEGEND ON CERTIFICATES. UNICCO shall place a legend on each
certificate representing the Shares transferred to the Purchaser hereunder
reflecting the restrictions on transfer and UNICCO's repurchase obligations set
forth herein.
9. NOTICES. Any communication or notice required or permitted to be
given under this
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Agreement shall be in writing and mailed by registered or certified mail or
delivered in hand, if to UNICCO and the Existing Stockholders, to UNICCO's
Treasurer at 0 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or such other address
as UNICCO may specify in writing to the Purchaser, and if to the Purchaser, to
such address as the Purchaser shall last have furnished to UNICCO.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the respective
parties hereto.
Executed as a sealed instrument as of June 20, 1996.
UNICCO SERVICE COMPANY
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx, Chairman/CEO
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
