EXHIBIT I
STOCK OPTION PURCHASE AGREEMENT
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This Stock Option Purchase 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"), High Ridge Capital LLC, a Delaware limited liability
corporation ("High Ridge"), and The Seibels Xxxxx Group, Inc., a South Carolina
corporation (the "Company").
W I T N E S S E T H;
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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 High Ridge, High Ridge has agreed to purchase such
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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 High Ridge and the Company hereby agree as
follows:
1. Sale and Assignment.
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Each of the Sellers hereby sells, transfers and assigns to High Ridge,
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 High Ridge:
Number of Shares Number of Shares
Name 1998 Options 2000 Options
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Xxxxxxx X. Xxxxxx 281,250 281,250
Xxxxxx X. Xxxxxx 56,250 56,250
Xxx Xxxxxxx and Xxxx Xxxxxxx 14,062 14,062
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351,562 351,562
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2. Company's Consent and Acknowledgement. The Company hereby consents,
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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 Options by
the Sellers to High Ridge as provided herein. The Company acknowledges and
agrees
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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
High Ridge, 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 Xxxxxxx 0,
Xxxx Xxxxx shall be deemed a Purchaser thereunder and shall have the same rights
as other Purchasers with respect to its shares (other than Section 7.2 thereof).
3. Hiqh Ridqe's Agreement to Be Bound.
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High Ridge hereby acknowledges and agrees that with respect to the
Options purchased hereunder, and any shares of Common Stock acquired through the
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,
High Ridge 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
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By the Purchasers" of the Stock Purchase Agreement (including Sections 9.1 and
9.2 thereunder) provided, however, that High Ridge shall not provide
indemnification with respect to acts or omissions of any other Purchaser.
4. Contingent Payment Obligation.
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In the event that High Ridge 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 High Ridge, High Ridge 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 High
Ridge. In the event of any stock dividend, stock split, combination of shares or
other similar change with respect to the Common Stock of the Company, the amount
payable by High Ridge under this Section 4 shall be adjusted accordingly.
5. Representations and Warranties by Sellers.
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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.
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(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 High Ridge.
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High Ridge represents and warrants as follows:
(a) High Ridge is acquiring Options hereunder for investment purposes
only.
(b) The execution, delivery and performance of this Agreement by High
Ridge does not conflict with or constitute a default under any agreement or
instrument to which High Ridge is a party or is bound.
(c) High Ridge is a limited liability company formed under the laws of
the State of Delaware. The execution and delivery of the Agreement, the receipt
of the Options and compliance by High Ridge with all of the other provisions of
this Agreement are within the powers and capacity of High Ridge.
(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 High Ridge or the performance by High Ridge hereunder.
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(e) This Agreement has been duly executed by or on behalf of High Ridge
and is a valid and binding obligation enforceable against High Ridge 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 amendment or modification of this Agreement will be
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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
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counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HIGH RIDGE CAPITAL LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Principal
THE SELLERS
/s/ Xxxxxxx 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
THE SEIBELS XXXXX GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
