Exhibit 10.10
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is dated as of June
15, 1999 among Xxx Xxxxxxxx and Xxxxxxx Xxxxx (collectively, the
"PURCHASERS") and A. Xxxxxxx Xxxxx and Xxxxxx Xxxxxx, Jr. (collectively, the
"TRINET STOCKHOLDERS"). The TriNet Stockholders are the holders of all of the
voting common stock (other than voting common stock held by TriNet Corporate
Realty Trust, Inc. ("TRINET")) of TriNet Management Operating Company, Inc.
("TRINET MANAGEMENT"), a subsidiary of TriNet.
RECITALS
A. The TriNet Stockholders are the owners, beneficially or of record,
of shares of voting common stock, par value $0.01 per share, of TriNet
Management (the "SHARES") as set forth on Schedule A to this Agreement;
B. Starwood Financial Trust ("STARWOOD"), ST Merger Sub, Inc. and
TriNet entered into an Agreement and Plan of Merger, dated as of June __, 1999,
(the "MERGER AGREEMENT") pursuant to which ST Merger Sub, Inc. will merge with
and into TriNet, with TriNet being the surviving corporation (the "MERGER"); and
C. As an inducement to entering into the Merger Agreement, Starwood
requires that the TriNet Stockholders enter into this Agreement, dated as of
June , 1999 which provides that the TriNet Stockholders agree to sell to the
Purchasers, and the Purchasers agree to purchase from the TriNet Stockholders,
all of the TriNet Stockholders' right, title and interest in and to the Shares
upon the terms and subject to the conditions provided for herein.
In consideration of the premises and mutual covenants and agreements
contained in this Agreement and the Merger Agreement, the parties agree as
follows:
ARTICLE 1
SALE OF SHARES AND CLOSING
1.1 Subject to the terms and conditions of this Agreement, the TriNet
Stockholders agree to sell to the Purchasers, and the Purchasers agree to
purchase from the TriNet Stockholders, all of the TriNet Stockholders' right,
title and interest in and to the Shares at a total purchase price of $6,000.00
(the "PURCHASE PRICE"). If any TriNet Stockholder makes a cash capital
contribution to TriNet Management, the Purchase Price shall be increased by the
dollar amount of such capital contribution with respect to the Shares held by
such TriNet Stockholder.
ARTICLE 2
PAYMENT OF PURCHASE PRICE AND DELIVERY OF CERTIFICATES
2.1 The closing of the purchase and sale of the Shares (the "CLOSING") shall be
held at the offices of Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or at such other place as the parties hereto may agree, but in no event
later than five days after the Effective Time (as defined in
the Merger Agreement) (the "MERGER CLOSING"). At the Closing (a) the Purchasers
will pay to the TriNet Stockholders the Purchase Price in cash or by wire
transfer of immediately available funds pursuant to the TriNet Stockholders'
instructions and (b) upon receipt of such payment the TriNet Stockholders will
assign and transfer to the Purchasers good and valid title in and to the Shares,
free and clear of all liens, security interests mortgages, assessments, leases,
adverse claim, levy, charge or other encumbrance of any kind, or any conditional
sale contract or any other contract providing any of the foregoing ("LIENS") by
delivering a certificate or certificates representing the Shares, in genuine and
unaltered form, duly endorsed in blank or accompanied by duly executed stock
powers endorsed in blank, with requisite stock transfer tax stamps, if any,
attached, in the denominations and registered in such names designated to the
TriNet Stockholders in writing by the Purchasers.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 POWER AND AUTHORITY OF THE PURCHASERS. Each of the Purchasers
hereby represents and warrants to the TriNet Stockholders that he has the full
power and authority to enter into and perform his obligations hereunder.
3.2 POWER AND AUTHORITY OF TRINET STOCKHOLDERS. Each of the TriNet
Stockholders represents and warrants to the Purchasers that he has full power
and authority to enter into this Agreement and to perform his obligations
hereunder.
3.3 TITLE. Each of the TriNet Stockholders represents and warrants to
the Purchasers that they are the owners, beneficially or of record of, and have
good and valid title to, the Shares, free and clear of all Liens.
ARTICLE 4
CONDITIONS TO CLOSING
4.1 CONSUMMATION OF THE MERGER. The obligations of each of the
Purchasers and the TriNet Stockholders are subject to the fulfillment of the
transactions contemplated under the Merger Agreement at or before the Closing.
ARTICLE 5
GENERAL PROVISIONS
5.1 TERMINATION. This Agreement shall terminate immediately upon
termination of the Merger Agreement.
5.2 CONSENTS. The Purchasers and the TriNet Stockholders shall take, or
cause to be taken, all reasonable action to consummate and effect the
transactions contemplated by this Agreement, including, without limitation
reasonable best efforts to obtain any necessary consents of third parties and
governmental agencies.
5.3 SEVERABILITY. It is the desire and intent of the parties that the
provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement
is sought. Accordingly, in the event that any provision of this Agreement would
be held in any jurisdiction to be invalid, prohibited or unenforceable for any
reason,
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such provision, as to such jurisdiction, shall be ineffective, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
5.4 SPECIFIC PERFORMANCE. The parties agree and acknowledge that in the
event of a breach of any provision of this Agreement, the aggrieved party would
be without an adequate remedy at law. The parties therefore agree that in the
event of a breach of any provision of this Agreement, the aggrieved party may
elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of such provision, as well as to obtain damages for breach of this Agreement. By
seeking or obtaining any such relief, the aggrieved party will not be precluded
from seeking or obtaining any other relief to which it may be entitled.
5.5 AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the Purchasers and the TriNet Stockholders.
5.6 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to be
sufficient if contained in a written instrument and shall be deemed given if
delivered personally, telecopied, sent by nationally recognized, overnight
courier or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the other party at the following addresses (or such other
address for a party as shall be specified by like notice):
If to the Purchasers:
c/o Starwood Financial Trust
1114 Avenue of the Americas
00xx Xxxxx
Xxx Xxxx, XX 000000
Attention: Xxx Xxxxxxxx
Xxxxxxx Xxxxx
Telecopier: (000) 000-0000
with a copy to:
Starwood Financial Trust
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 000000
Attention: Xxxx Xxxxx
Telecopier: (000) 000-0000
and
Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxx, Xx., Esq.
Xxxx X. Xxxxx, Esq.
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Telecopier: (000) 000-0000
If to the TriNet Stockholders:
c/o TriNet Corporate Realty Trust, Inc.
Xxx Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: A. Xxxxxxx Xxxxx
Xxxxxx Xxxxxx, Jr.
Telecopier: (000) 000-0000
with a copy to:
TriNet Corporate Realty Trust, Inc.
Xxx Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telecopier: (000) 000-0000
and
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxx
Telecopier: (000) 000-0000
5.7 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
5.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
5.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein.
5.10 JURISDICTION AND VENUE. Each of the TriNet Stockholders and the
Purchasers hereby agrees that any proceeding relating to this Agreement shall be
brought in a state court of New York. Each of the TriNet Stockholders and the
Purchasers hereby consents to personal jurisdiction in any such action brought
in any such New York court, consents to service of process by registered mail
made upon such party and such party's agent and waives any objection to venue in
any such New York court or to any claim that any such New York court is an
inconvenient forum.
5.11 ENTIRE AGREEMENT. This Agreement and the Merger Agreement and any
documents and instruments referred to herein and therein constitute the entire
agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and thereof. This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the
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successors and permitted assigns of the parties hereto. Nothing in this
Agreement shall be construed to give any person other than the parties to this
Agreement or their respective successors or permitted assigns any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained therein.
5.12 EXPENSES. Except as otherwise provided in this Agreement, each
party shall pay its own expenses incurred in connection with this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized as of the date first
written above.
PURCHASERS
By:
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Name: Xxx Xxxxxxxx
By:
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Name: Xxxxxxx Xxxxx
TRINET STOCKHOLDERS
By:
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Name: A. Xxxxxxx Xxxxx
By:
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Name: Xxxxxx Xxxxxx, Jr.
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SCHEDULE A
STOCKHOLDER INTERESTS
Trinet Stockholders Number of Shares
------------------- ----------------
A. Xxxxxxx Xxxxx 49.5 Class A Shares of Common Stock
200.5 Class B Shares of Common Stock
Xxxxxx Xxxxxx, Jr. 49.5 Class A Shares of Common Stock
200.5 Class B Shares of Common Stock
