Exhibit 10.13
RONCO CORPORATION
RESTICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of the ____ day of June, 2005 by and between
Ronco Corporation, a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxx,
Xx. (the "Purchaser").
WHEREAS, the Company desires to issue, and the Purchaser desires to
acquire, stock of the Company as herein described, on the terms and conditions
hereinafter set forth; and
WHEREAS, the Purchaser is a Director and the President and Chief Executive
Officer of the Company,
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. The Purchaser hereby agrees to purchase from the Company, and the
Company hereby agrees to sell to the Purchaser, eight hundred
thousand three hundred thirteen (800,313) shares of the Common Stock
of the Company (the "Stock"), as follows:
a. On the effective date of this Agreement, the Company will sell
480,188 shares of Stock to the Purchaser at a price of $0.01
per share;
b. On the first anniversary of the effective date of this
Agreement, the Company will sell 160,063 shares of Stock to
the Purchaser at a price of $0.01 per share (the "First
Anniversary Stock Sale"); and
c. On the second anniversary of the effective date of this
Agreement, the Company will sell 160,062 shares of Stock to
the Purchaser at a price of $0.01 per share (the "Second
Anniversary Stock Sale").
2. The Stock shall be subject to the Company's repurchase option set
forth in the Purchaser's Employment Agreement of even date herewith
(the "Employment Agreement"). Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company (or a
parent or subsidiary of the Company) to terminate Purchaser's
employment for any reason, with or without cause, under the terms
and conditions of the Employment Agreement.
3. The shares of Stock to be sold to the Purchaser pursuant to Section
1(b) and 1(c) above shall be subject to adjustment for any stock
dividend, stock split or similar transaction that occurs prior the
First Anniversary Stock Sale (in the case of those shares of Stock
pursuant to each of Section 1(b) and 1(c) above) or the Second
Anniversary Stock Sale (solely in the case of those shares of Stock
pursuant to Section 1(c) above).
4. Upon a change in control in the Stock of the Company or a sale of
substantially all of the Company's assets, the Company's obligations
with respect to each of Section 1(b) and 1(c) above will be
accelerated.
5. All certificates representing any shares of Stock of the Company
subject to the provisions of this Agreement shall have endorsed
thereon legends in substantially the following form (in addition to
any other legend which may be required by other agreements between
the parties hereto):
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933. They may not be sold,
offered for sale, pledged or hypothecated in the absence of an
effective registration statement as to the securities under said Act
or an opinion of counsel satisfactory to the Company that such
registration is not required."
6. Purchaser acknowledges that he is aware that the Stock to be issued
to him by the Company pursuant to this Agreement has not been
registered under the Act, and that the Stock is deemed to constitute
"restricted securities" under Rule 144 promulgated under the Act. In
this connection, Purchaser warrants and represents to the Company
that Purchaser is purchasing the Stock for Purchaser's own account
and Purchaser has no present intention of distributing or selling
said stock. Purchaser further warrants and represents that Purchaser
i) is an "accredited investor" as defined in Rule 501 of Regulation
D, and has either (ii) a preexisting personal or business
relationships with the Company or any of its officers, directors or
controlling persons, or (iii) the capacity to protect his own
interests in connection with the purchase of the Stock by virtue of
the business or financial expertise of any professional advisors to
the Purchaser who are unaffiliated with and who are not compensated
by the Company or any of its affiliates, directly or indirectly.
Purchaser further acknowledges that the re-sale exemption from
registration under Rule 144 will not be available for at least two
years from the date of sale of the Stock unless at least one year
from the date of sale (i) a public trading market then exists for
the Common Stock of the Company, (ii) adequate information
concerning the Company is then available to the public, and (iii)
other terms and conditions of Rule 144 are complied with; and that
any sale of the Stock may be made only in limited amounts in
accordance with such terms and conditions.
7. The Purchaser agrees that during the one hundred eighty (180) day
period following the effective date of a registration statement of
the Company filed under the Act the Purchaser shall not, to the
extent requested by the Company and any underwriter, sell or
otherwise transfer or dispose of (other than to donees who agree to
be similarly bound), or enter into any hedging or similar
transaction with the same economic effect as a sale, any Common
Stock of the Company held by the Purchaser at any time during such
period (the "Purchaser's Registrable Securities") except Common
Stock included in such registration.
8. The Company shall not be required (i) to transfer on its books any
shares of Stock of the Company which shall have been transferred in
violation of any of the provisions set forth in this Agreement or
(ii) to treat as owner of such shares or to accord the right to vote
as such owner or to pay dividends to any transferee to whom such
Stock shall have been so transferred.
9. The parties agree to execute such further instruments and to take
such further action as may reasonably be necessary to carry out the
intent of this Agreement.
10. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified
mail with postage and fees prepaid, addressed to the other party
hereto at his address hereinafter shown below its signature or at
such other address as such party may designate by ten (10) days
advance written notice to the other party hereto.
11. This Agreement shall inure to the benefit of the successors and
assigns of the Company and, subject to the restrictions on transfer
herein set forth, be binding upon the Purchaser, its successors, and
assigns.
12. The Purchaser shall reimburse the Company for all costs incurred by
the Company in enforcing the performance of, or protecting its
rights under, any part of this Agreement, including reasonable costs
of investigation and attorneys' fees.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of California. The parties agree that any
action brought by either party to interpret or enforce any provision
of this Agreement shall be brought in, and each party agrees to, and
does hereby, submit to the jurisdiction and venue of, the
appropriate state or federal court for the district encompassing the
Company's principal place of business.
14. The parties agree to take all such further action(s) as may
reasonably be necessary to carry out and consummate this Agreement
as soon as practicable, and to take whatever steps may be necessary
to obtain any governmental approval in connection with or otherwise
qualify the issuance of the securities that are the subject of this
Agreement. The closing hereunder, including payment for and delivery
of the Stock, shall occur at the offices of the Company on June __,
2005 or at such other time and place as the parties may mutually
agree.
15. This Agreement is not an employment contract and nothing in this
Agreement shall be deemed to create in any way whatsoever any
obligations on the part of the Purchaser to continue in the employ
of the Company or of the Company to continue the Purchaser in the
employ of the Company.
16. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement may not be
amended, modified or revoked, in whole or in part, except by an
agreement in writing signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
RONCO CORPORATION
By: _________________________
Name:
Title:
Address:
PURCHASER
--------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Address:
