Exhibit 10.8
STOCK REPURCHASE AGREEMENT
This stock repurchase agreement (the "Agreement") is made as
of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP, INC., having an address
at 00000 Xxxxxxxx Xxxxxxxxx, 0Xxx Xxxxx, Xxxxx, Xxxxxxx 00000 (the "Company"),
XXXXXX XXXXX, an individual having an address at 0000 Xxxxxxxxx 000xx Xxxxxx,
Xxxxx Xxxxxx, Xxxxxxx 00000 ("Odzer") and XXXXXX XXXXXXXXX, an individual having
an address at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Xxxxxxxxx").
W I T N E S S E T H
WHEREAS, Odzer and Xxxxxxxxx are the record and beneficial
owner of 100 shares of common stock of the Company; and
WHEREAS, the Company wishes to repurchase from Odzer and
Xxxxxxxxx, and Xxxxx and Xxxxxxxxx wish to sell to the Company, 30 shares of
common stock of the Company (the "Shares") on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Purchase and Sale.
(a) Subject to Section 3 hereof, at the Closing (as
hereinafter defined) Odzer and Xxxxxxxxx hereby agrees to sell, transfer and
deliver to the Company, free and clear of all restrictions, liens, claims,
charges, pledges or encumbrances of any kind or nature whatsoever (collectively,
"Liens"), the Shares, and the Company hereby agrees to purchase from Odzer and
Xxxxxxxxx, the Shares, free and clear of all Liens. Twenty-seven (27) of such
Shares shall be from Odzer and 3 of such Shares shall be from Xxxxxxxxx.
(b) The purchase price for the Shares is $600,000
(the "Purchase Price"). The Purchase Price for the Shares shall be paid to Odzer
in twenty-four (24) installments of $25,000 each, payable by check on the first
day of each month for twenty-four months; provided, however, that the first
installment payment shall be made on the date of the Closing. Interest shall be
deemed to be included in such payments at the applicable federal rate as defined
in Section 1274 of the Internal Revenue Code of 1986, as amended.
(c) The unpaid balance of the Purchase Price may, at
any time and from time to time, be prepaid in whole or in part, without penalty
or premiums.
2. Closing.
(a) The closing (the "Closing") of the purchase and
sale of the Shares hereunder shall take place at the offices of the Company on
May __, 1995, or at such other place and on such other date as the parties
hereto shall mutually agree.
(b) At the Closing, (i) the Company shall deliver to
Odzer, as pledgeholder, duly executed stock certificates evidencing the Shares
acquired by the Company, (ii) the Company shall deliver to Odzer a check in the
amount of $25,000, representing the first installment payment for the Shares.
The terms of the escrow shall be pursuant to a pledge agreement in the form
attached hereto as Exhibit A.
3. Condition to Closing.
The Closing of the purchase and sale of the Shares
hereunder is conditioned upon the completion by the Company of a $600,000 cash
distribution to the shareholders of the Company, with respect to 1994 income of
the Company, pro rata based on the number of shares of common stock of the
Company outstanding and paid to the shareholders of record on the date hereof,
without giving effect to the repurchase.
4. Notices; Delivery of Purchase Price.
Any notice or other communication to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is to be
given at the address of such party set forth below. Payment of installments of
the Purchase Price shall be sent by regular or certified mail to the address of
Odzer set forth below:
Xxxxxxxxx:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Odzer: 0000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxxxx Xxxxxx, Esq.
Steel Xxxxxx & Xxxxx
000 Xxxxx Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000-0000
The Company: 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxx Marks & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
5. Miscellaneous.
This Agreement (i) contains the entire understanding
of the parties with respect to the subject matter hereof and supersedes all
prior agreements of the parties, written or oral, of any nature whatsoever, (ii)
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, and (iii) shall be governed by the laws of the
State of Florida, without giving effect to the conflicts of law provisions
thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the day and year first
above-written.
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Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxx
PREFERRED EMPLOYERS GROUP, INC.
By:__________________________________
Name: Xxx Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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