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Exhibit 10.42
STOCK REPURCHASE AGREEMENT
This Stock Repurchase Agreement (this "Agreement") is made and entered into
as of the 11th day of March, 1997, by and between BRUNO'S, INC., an Alabama
corporation (the "Company"), and XXXXXXX X. XXXXXXXXX ("Xxxxxxxxx").
RECITALS
The Company and Xxxxxxxxx are parties to a Management Stockholder's
Agreement dated as of February 15, 1996 (the "Stockholder's Agreement") under
which the Company sold 20,833 shares of its Common Stock, par value $.01 per
share (the "Common Stock"), to Xxxxxxxxx for an aggregate purchase price of
$249,996. Xxxxxxxxx paid the purchase price for the shares purchased by him from
the Company (the "Shares") by delivering to the Company (i) a check in the
amount of $124,996 and (ii) a promissory note in the principal amount of
$125,000 (the "Note"). Xxxxxxxxx also executed a Pledge Agreement dated as of
September 30, 1996 (the "Pledge Agreement") under which he granted to the
Company a security interest in the Shares as security for the Note.
In addition to selling the Shares to Xxxxxxxxx, the Company also granted to
Xxxxxxxxx options to purchase 62,500 shares of Common Stock pursuant to the
terms of the Non-Qualified Stock Option Agreement dated as of February 15, 1996
between the Company and Xxxxxxxxx (the "Option Agreement").
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The Company has decided to terminate Xxxxxxxxx'x employment with the
Company. In this connection, the Company and Xxxxxxxxx have agreed that the
Company will repurchase the Shares from Xxxxxxxxx in accordance with the terms
and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Xxxxxxxxx hereby agree as
follows:
(1) Repurchase of Shares. Subject to the terms and conditions contained in
this Agreement, Xxxxxxxxx hereby agrees to sell and transfer the Shares to the
Company and the Company hereby agrees to repurchase the Shares from Xxxxxxxxx.
The sale and transfer of the Shares from Xxxxxxxxx to the Company shall be
effective upon the execution of this Agreement. Simultaneously with the
execution and delivery of this Agreement, Xxxxxxxxx shall execute and deliver to
the Company a stock power transferring and conveying the Shares to the Company.
(2) Purchase Price for Shares. The Company shall repurchase the Shares from
Xxxxxxxxx and Xxxxxxxxx shall sell the Shares to the Company for a purchase
price of $12.24 per share or an aggregate purchase price of $254,995.92 (the
"Repurchase Price"). The Company and Xxxxxxxxx agree that the Repurchase Price
is equal to the Book Value Per Share for the Shares as of December 28, 1996
calculated in accordance with the terms of the Stockholder's Agreement. The
Company shall pay the Repurchase Price to Xxxxxxxxx by (i) cancelling and
surrendering the Note and (ii) delivering to Xxxxxxxxx a check in the amount of
$129,995.92.
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(3) Termination of Stock Options. Xxxxxxxxx hereby acknowledges and agrees
that the stock options granted to him under the Option Agreement are hereby
cancelled and terminated. In connection with the cancellation and termination of
such stock options, the Company has delivered to Xxxxxxxxx a check in the amount
of $3,000.00 (less all amounts required to be deducted from an employee's
compensation pursuant to all applicable local, state and federal laws). The
Company and Xxxxxxxxx agree that the payment made by the Company to Xxxxxxxxx
under this paragraph 3 is equal to the Option Excess Price for the Exercisable
Option Shares calculated in accordance with the terms of the Stockholder's
Agreement.
(4) Representatives and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby
represents and warrants to the Company that (i) he is the record and beneficial
owner of the Shares free and clear of all liens and encumbrances whatsoever,
except for the security interest granted to the Company under the Pledge
Agreement, (ii) he has the right to transfer and convey the Shares to the
Company as provided in this Agreement, and (iii) no other person or entity
(except for the Company) has any rights in, to or under the Shares.
(5) Miscellaneous. Any terms used in this Agreement which are not defined
herein shall have the meanings set forth in the Stockholder's Agreement or the
Option Agreement, as the case may be. If any provisions of this Agreement are
inconsistent with or in conflict with the provisions of the Stockholder's
Agreement or the Option Agreement, then the Stockholder's Agreement and the
Option Agreement shall be deemed to be amended by this Agreement and the terms
and provisions of this Agreement shall control. The provisions of
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this Agreement shall be binding upon and accrue to the benefit of the parties
hereto and their respective heirs, legal representatives, successors and
assigns.
IN WITNESS WHEREOF, the Company and Xxxxxxxxx have executed this Agreement
as of the date first above written.
BRUNO'S, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxxx
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XXXXXXX X. XXXXXXXXX
