Exhibit No. 99.37
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Xxxxxxx Bank, as trustee of the Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxx Trust (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 Xxxxx X. Xxxxxxx-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, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Xxxxx X. Xxxxxxx-Xxxxxxx assigned to
Purchaser the option to purchase 24,000 Class A shares of Xxxxxxx Outdoors,
Inc., a Wisconsin corporation.
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
24,000 Class A shares of Xxxxxxx Outdoors, Inc., a Wisconsin corporation (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 $482,400.00 in cash.
3. 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.
4. 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.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. 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.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. 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:
XXXXXX XXXXXX XXXXXXX XXXXXXX TRUST XXXXXX X. XXXXXXX 1988 TRUST
NUMBER ONE
XXXXXXX BANK, trustee
/s/ Xxxx X. Xxxxxxxx, as agent for
Xxxxxxx X. Xxxxxxx, Trustee of the
Xxxxxx X. Xxxxxxx 1988 Trust Number
/s/ Xxxxx X. Xxxxxxxx One
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Xxxxx X. Xxxxxxxx, Senior Vice President Xxxxxxx Xxxxxx Xxxxxxx, co-trustee
XXXXXXX BANK, co-trustee
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Senior Vice
President
