EXHIBIT 10.9
CANCELLATION AND STOCK REPURCHASE AGREEMENT
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THIS CANCELLATION AND STOCK REPURCHASE AGREEMENT ("Agreement") is effective
as of noon March 10, 1999, by Intelligent Life Corporation, a Florida
corporation ("the Company") in favor Xxxxxxx X. Xxxxxxxx, III, an individual
resident of the state of Florida and employee of the Company ("Xxxxxxxx").
W I T N E S S E T H :
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WHEREAS, the Company has granted to Xxxxxxxx 90,834 shares of common stock,
subject to restrictions set forth in the Restricted Stock Grant made by and
between the Company and Xxxxxxxx on March 23, 1998 (the "Restricted Stock"); and
such grant was made pursuant to the Bank Rate Monitor, Inc. 1997 Equity
Compensation Plan (the "Plan"); and
WHEREAS, as of the date hereof 37,847.50 shares of the Restricted Stock
have vested, (the "Vested Shares") and the remaining 52,986.50 shares of
Restricted Stock are unvested pursuant to the Plan (the "Unvested Shares"); and
WHEREAS, the Company and Xxxxxxxx have entered into that certain Promissory
Note dated March 23, 1998, whereby Xxxxxxxx promised to pay the Company the
principal amount of $263, 168.40 plus simple interest (the "Note"); and
WHEREAS, the Company and Xxxxxxxx wish to forgive in part and cancel in
part that certain Note, and the Company desires to accept the Unvested Shares in
satisfaction of the cancellation of part of the Note.
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which hereby are acknowledged, the parties agrees as follows:
1. Cancellation.
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(a) Forgiveness of Note as to Vested Shares The Company and Xxxxxxxx
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hereby acknowledge and agree to the forgiveness of the Note as to the Vested
Shares, such part of the Note equaling $98,403 (the "Forgiven Portion"), and the
Company agrees release Xxxxxxxx from any and all obligation under the Forgiven
Portion, deeming such portion null and void. The Company will fund any
applicable taxes (including without limitation, employment and federal and state
income taxes) applicable as to the Forgiven Portion (and upon such payment for
taxes) when such taxes become due and payable.
(b) Purchase of Unvested Stock. Xxxxxxxx agrees to sell, and the Company
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agrees to purchase from Xxxxxxxx all of the Unvested Stock, for a purchase price
of $2.60 per share totaling $137,765 (the "Purchase Price") and such payment of
the Purchase Price is satisfied by cancellation of $137,765 of indebtedness,
representing
the sum owed by Xxxxxxxx as to such Unvested Shares under the Note. Such
satisfaction will serve to cancel the remainder of the Note in included in the
Forgiven Portion (the "Canceled Portion").
The combined effect of the forgiveness in part and cancellation in part
will serve to render the Note canceled in its entirety and deemed null and void.
in its entirety. Upon execution of this Agreement, the Company agrees to xxxx
the Note "Canceled" and return it to Xxxxxxxx.
2. Tax Consequences. Xxxxxxxx understands that Xxxxxxxx may suffer
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adverse tax consequences as a result of the cancellation of the note. Xxxxxxxx
represents that He has consulted with any tax consultant(s) he deems advisable
in connection with the cancellation of the note or disposition of the unvested
stock and that Executive is not relying on the Company for any tax, financial or
legal advice.
3. No Investment Decision Xxxxxxxx has such knowledge and experience in
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financial and business matters that Recipient is capable of evaluating the
merits and risks of the sale of the Unvested Stock herein referenced, as well as
the cancellation of the Note and any related transactions or consequences, and
Xxxxxxxx is able to bear the economic risk of such transactions or consequences.
4. Entire Agreement; Amendment; Governing Law. This Agreement contains
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the entire agreement of the parties hereto relating to the subject matter hereof
and supersedes all prior agreements and understandings between the parties with
respect to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those made herein. No amendment
or modification of this Agreement shall be valid or binding unless made in
writing and duly executed by the party against whom enforcement of any such
amendment or modification is sought and making specific references to this
Agreement. This Agreement and the rights and obligations of the parties
hereunder shall be governed by the laws of the State of Florida, without regard
to its conflicts of laws principles.
5. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of such counterparts shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. This Agreement may be executed and delivered by fax (telecopier);
any original signatures that are initially delivered by fax shall be physically
delivered with reasonable promptness thereafter.
6. Further Assurances. The parties hereto will at any time after the date
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hereof, sign, execute, and deliver, or cause others so to do, all such powers of
attorney, deeds, stock powers, assignments, documents, and instruments and do or
cause to be done all such other acts and things as may be necessary or proper to
carry out the transactions contemplated by this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date and year first above written.
INTELLIGENT LIFE CORPORATION, a
Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
XXXXXXX X. XXXXXXXX, III
/s/ Xxxxxxx X. Xxxxxxxx, III
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Xxxxxxx X. Xxxxxxxx, III
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