EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
I.
PARTIES
The parties to this Agreement are Xxxxxxxx Xxxxxxx (Xxxxxxx) of Denver,
Colorado, and KFx Inc., a Delaware corporation (the Company), with its principal
offices at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx.
II.
PURPOSE
Venners is the Chairman, CEO and President of the Company and the owner of
a large number of the Company's shares of common stock. Venners wants to
provide liquidity to his estate for the payment of inheritance taxes at his
death, and the Company wants to provide liquidity to his estate for the payment
of inheritance taxes at his death, and the Company wants to avoid the dumping of
a large number of shares of stock on the market. It is contemplated that the
Company may, but is not obligated to, carry, from time to time, life insurance
on the life of Venners and that the proceeds of such life insurance will be used
to purchase shares of the Company's stock owned by Venners at the time of his
death.
III.
USE OF INSURANCE PROCEEDS
The Company agrees to use the proceeds of any life insurance policy or
policies which it maintains on the life of Venners at the time of his death to
purchase shares of the Company's stock owned by Venners at the time of his death
at the closing sales price of said shares on the last trading day prior to the
date of his death. Such payment shall be made to Venners' estate. In the event
the
1
proceeds of such insurance exceed the value of the shares owned by Venners
upon his death, any excess shall be the property of the Company. It is
understood and agreed that the Company does not obligate itself to carry life
insurance on the life of Venners and that this Agreement is effective only in
the event that such life insurance is in force upon his death. Notwithstanding
the above, the Company may not redeem or purchase such shares when the capital
of the Company is impaired or when such purchase or redemption would cause any
impairment of the capital of the Company. Further, on or prior to any such
purchase the Company shall receive an opinion of counsel acceptable to the
Company to the effect that the Company may lawfully purchase or redeem such
shares.
IV.
VENNERS' OBLIGATION
Venners agrees to sell, or cause his estate to sell, to the Company upon
his death such number of the Company's shares of stock owned by him at his death
at the closing sales price on the last trading day prior to his death as are
required to entitle his estate, to receive the proceeds, if any, from the sale
of shares as provided for in Section III hereof.
V.
BINDING UPON HEIRS, ASSIGNS AND SUCCESSORS
This Agreement shall be binding upon the heirs, assigns, successors in
interest, of the parties and the estate of Venners.
Dated: March 26, 1997
-------------------------------
Xxxxxxxx Xxxxxxx
Dated: March 26, 1997 KFx Inc., a Delaware corporation
By:
----------------------------
Its: Chief Operating Officer
2
