AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into this 7th day
of September, 2001, by and between NOBILITY HOMES, INC., a Florida corporation
(the "Purchaser"), whose postal address is Xxxx Xxxxxx Xxx 0000, Xxxxx, Xxxxxxx
00000, and XXXXX X. XXXXXXX, a natural person (the "Shareholder"), whose postal
address is Xxxx Xxxxxx Xxx 0000, Xxxxx, Xxxxxxx 00000.
WITNESSETH:
WHEREAS, the Purchaser has procured certain life insurance policies on
the life of the Shareholder and has agreed to use the proceeds of said policies
to purchase certain of Shareholder's shares of the Purchaser.
NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto agree as follows:
1. Recitals. The recitals set forth above in the "Whereas" clauses
are true and correct and are incorporated herein by reference.
2. Life Insurance Policies. Purchaser is the owner and beneficiary
of two life insurance policies on the life of the Shareholder as follows:
(i) 1971 Prudential Insurance Company Policy No. 35853976, (ii) 1970 Prudential
Life Insurance Policy No. 35718366, and (iii) Prudential Life Insurance Policy
No. 35417145 (hereinafter together referred to as the "Life Insurance"), all of
which are individual whole life policies with an original death benefit in the
total aggregate amount of $960,000. The Life Insurance has a current death
benefit of approximately $2,000,000. Purchaser hereby agrees that it shall not
borrow against or cause for any reason the cancellation or redemption of
policies without the consent of the Shareholder.
3. Use of Life Insurance Proceeds. Upon the death of the Shareholder,
the Purchaser hereby agrees to use the proceeds of the Life Insurance to
purchase the amount of whole shares of the Purchaser owned by the Shareholder
which can be purchased using the proceeds of the Life Insurance. The Life
Insurance proceeds shall be divided by the Closing Price per share, as described
herein, to determine the amount of shares of the Shareholder to be purchased by
the Purchaser from the Shareholder's personal representative, heir or estate
(the "Representative"). The "Closing Price" per share of the Purchaser shall be
the average closing price on the NASDAQ Exchange for the five (5) days prior to
the Shareholder's death. The Representative of the Purchaser's estate shall
execute any and all documents necessary to complete the purchase.
4. Mandatory Sale and Purchase. The Shareholder's Representative
must sell and the Purchaser must buy the shares as described under this
Agreement.
5. Governing Law. The validity, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Florida and jurisdiction
for any dispute shall be in Xxxxxx County, Florida in the appropriate court.
6. Prevailing Party If any legal action is brought for the enforce-
ment of this Agreement, or because of an alleged dispute, breach, or default in
connection with any of the provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees and any other cost incurred in that action or proceeding, including
appellate, in addition to any other relief to which they may be entitle.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
manner and form sufficient to bind them as of the day and year first above
written.
NOBILITY HOMES, INC.,
a Florida corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx,
as executive Vice President
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX, Shareholder
