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EXHIBIT 99.6
STOCK OPTION PURCHASE AGREEMENT
This Stock Option Agreement, dated as of November 20, 1997 (this
"Agreement"), is made between and among Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxx
Xxxxxxx and Xxxx Xxxxxxx (collectively, the "Sellers," and each individually a
"Seller"), IBS Consulting LLC, a North Carolina limited liability corporation
("IBS"), and The Seibels Xxxxx Group, Inc., a South Carolina corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of a Stock Option Agreement, dated as of
January 30, 1996, among the Sellers and the Company (the "Stock Option
Agreement") and a Stock Purchase Agreement, dated as of January 29, 1996, among
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and the Company (the "Stock Purchase
Agreement") the Sellers own options (the "Options") to purchase an aggregate of
1,562,500 shares of the common stock, par value $1.00 per share, of the Company
( the "Common Stock");
WHEREAS, one half of the Options expire on December 31, 1998 (the "1998
Options") and one half of the Options expire on December 31, 2000 (the "2000
Options"); and
WHEREAS, the Sellers propose to sell and assign a portion of such
Options to IBS, IBS has agreed to purchase such portion of such Options, and the
Company has consented to such sale and assignment, all in accordance with the
terms hereof.
NOW, THEREFORE, in consideration of the promises, representations,
warranties and covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Sellers, jointly and severally, and IBS and the Company hereby agree as follows:
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1. Sale and Assignment.
Each of the Sellers hereby sells, transfers and assigns to IBS, Options
for the purchase of the number of shares of the common stock of the Company set
forth next to the name of such Seller below in this Section 1, together with all
rights and interests attendant to such Options pursuant to the Stock Option
Agreement and the Stock Purchase Agreement (other than Sections 6.1 and 7.2
thereof), and each of the Sellers acknowledges receipt of cash in the amount of
$1 from IBS:
Number of Shares Number of Shares 2000
Name 1998 Options Options
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Xxxxxxx X. Xxxxxx 62,500 62,500
Xxxxxx X. Xxxxxx 12,500 12,500
Xxx Xxxxxxx and Xxxx Xxxxxxx 3,125 3,125
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78,125 78,125
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2. Company's Consent and Acknowledgment. The Company hereby
consents, pursuant to Section 3.2 of the Stock Option Agreement and Section
6.4(3) of the Stock Purchase Agreement and otherwise, to the sale and transfer
of the Options by the Sellers to IBS as provided herein. The Company
acknowledges and agrees that as to such Options, the terms of the Stock Option
Agreement will continue to apply and shall be enforceable in accordance with
their terms by and against IBS, including without limitation Section 2.4
thereof, which makes applicable to shares of Common Stock purchased through
exercise of the Options the provisions of Section 7 of the Stock Purchase
Agreement, which provide registration rights with respect to such shares. For
purposes of such Section 7, IBS shall be deemed a Purchaser thereunder and
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shall have the same rights as other Purchasers with respect to its shares (other
than Section 7.2 thereof).
3. IBS's Agreement to Be Bound.
IBS hereby acknowledges and agrees that with respect to the Options
purchased hereunder, and any shares of Common Stock acquired through exercise
thereof, it shall be bound by the terms of the Stock Option Agreement, including
without limitation Sections 2.6 and 3.2 thereof, which among other things
restrict transfers of the Options and shares of Common Stock acquired through
the exercise thereof. Without limiting the generality of the foregoing, IBS
hereby acknowledges and agrees it shall be bound by the provisions of Section
5.4 of the Stock Purchase Agreement entitled "Securities Act of 1933" (including
Sections 5.4.1 and 5.4.2 thereunder), Section 5.3 of the Stock Purchase
Agreement entitled "The Shares," Section 5.4 of the Stock Purchase Agreement
entitled "Cooperation with Filings," Section 6.4 of the Stock Purchase Agreement
entitled "Restrictions on Resale" and Section 9 of the Stock Purchase Agreement
entitled "Indemnification By the Purchasers" of the Stock Purchase Agreement
(including Sections 9.1 and 9.2 thereunder) provided, however, that IBS shall
not provide indemnification with respect to acts or omissions of any other
Purchaser.
4. Contingent Payment Obligation.
In the event that IBS should exercise any of the 1998 Options, or
transfer, sell or assign any of the 1998 Options to a party other than a party
controlled by or under common control with IBS, IBS shall, within 10 days after
any such transaction, pay in cash to the Sellers, pro rata in proportion to the
1998 Options sold by the respective Sellers hereunder, an amount equal to the
product of $2 and the number of shares of Common Stock subject to such 1998
Options exercised, transferred, sold or assigned by IBS. In the event of any
stock dividend, stock split,
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combinations of shares or other similar change with respect to the Common Stock
of the Company, the amount payable by IBS under this Section 4 shall be adjusted
accordingly.
5. Representations and Warranties by Sellers.
Each Seller jointly and severally represents, warrants and covenants as
follows:
(a) The Sellers have all right, title and interest in and to the
options, subject to no lien, encumbrance or right of any other party.
(b) The execution, delivery and performance of this Agreement by
the Sellers does not conflict with, or constitute a default under, any agreement
or instrument to which any Seller is a party or is bound.
6. Representations and Warranties by IBS.
IBS represents and warrants as follows:
(a) IBS is acquiring options hereunder for investment purposes
only.
(b) The execution, delivery and performance of this Agreement by
IBS does not conflict with or constitute a default under any Agreement or
instrument to which IBS is a party or is bound.
(c) IBS is a limited liability company formed under the laws of
the state of North Carolina. The execution and delivery of the agreement, the
receipt of the options and compliance by IBS with all of the other provisions of
this Agreement are within the powers and capacity of IBS.
(d) Except for a Form 13D under the United States Securities
Exchange Act of 1934 as amended, and Rule 13-3 thereunder, no approval, consent
or authorization of, or declaration or filing with, any governmental or judicial
authority is required in connection with the execution and delivery of the
Agreement by IBS or the performance by IBS hereunder.
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(e) This Agreement has been duty executed by or on behalf of IBS
and is a valid and binding obligation enforceable against IBS in accordance with
its terms, except as enforceability thereof may be limited by the exercise of
judicial discretion, the laws of bankruptcy, insolvency, reorganization,
moratorium, or other similar laws from time to time in effect relating to or
affecting generally the enforcement of creditors' rights, and except as
enforcement of remedies may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
7. Amendments. No amendments or modification of this Agreement
will be effective unless it is in writing and duly executed by each party to be
charged thereunder.
8. Counterpart. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE SELLERS
/s/ Xxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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THE SEIBELS XXXXX GROUP, INC.
By: /s/ E.N. Xxxxxxx
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
THE BUYERS
IBS CONSULTING, LLC
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
President
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