Exhibit 10.3
COMMITMENT FOR SALE AND PURCHASE OF TREASURY STOCK
BETWEEN
FEDDERS CORPORATION
AND
SUPPLEMENTAL RETIREMENT PLAN I PARTICIPANT
THIS AGREEMENT is made and executed this 20th day of October 2006 between
Fedders Corporation (the "Company") and the undersigned participant
("Participant") in the Company's Supplemental Retirement Plan I (the "Plan").
Recitals
The Company currently has 8,520,555 shares of its Common Stock ("Common
Stock") held as treasury shares ("Treasury Stock") and desires to offer to the
Participant the opportunity to invest in shares of Treasury Stock for the
Participant's account in the Plan, on the terms and conditions contained
herein.
The Participant desires to make an investment in shares of Treasury Stock in
his or her account in the Plan, on the terms and conditions contained herein.
NOW THEREFORE, the parties agree as follows:
1. Investment. The Participant hereby agrees to direct that its account in the
Plan make an investment in shares of Treasury Stock as follows:
$3,500,000 in total value of Treasury Stock
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shares of Treasury Stock
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The investment in shares of Treasury Stock shall be made in accordance with
the terms of the Plan and the trust agreement related thereto, and may be made
in whole or in part at such time or times as the Participant shall direct,
provided that the total investment is made on or before January 26, 2007. The
Company hereby agrees to sell to the Participant's account in the Plan shares
of Treasury Stock in accordance with the Participant's direction.
2. Purchase Price. The purchase price per share of Treasury Stock shall be the
closing price per share of Common Stock on the day immediately preceding the
date of purchase of the Treasury Stock.
3. Registration. The Participant acknowledges that the shares of Treasury
Stock will not be registered with the Securities and Exchange Commission
("SEC"). The Company agrees to take all action necessary to register the
shares of Treasury Stock with the SEC for resale as soon as reasonably
practicable after January 26, 2007.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first appearing above.
FEDDERS CORPORATION
By /s/ Xxxx X. Xxxxxx
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Executive Vice President
PARTICIPANT
/s/ Xxx Xxxxxxxx, Xx.
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Xxx Xxxxxxxx, Xx.
