EXHIBIT 10.1
LOCK-UP AGREEMENTS
OF SENIOR
DIRECTORS AND EXECUTIVE OFFICERS
NAME SHARES AGREED TO LOCK UP
----------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 366,806
Xxxxx X. Xxxxxxxxx 102,000
Xxxxxxx X. Xxxxxxxxx 131,000
Xxxxxxx Xxxxxxxx 41,000
Xxxxxx Xxxxxxx Xxxxx 362,800
Xxxxxx X. Xxxx 1,000
Xxxxxx X. XxXxxx 8,000
J. Xxxxxxx Xxxxxxxx, Xx. 220,145
Xxxxxx X. Xxxxxxxx 8,000
Xxxxx X. Xxxxxx 1,500
Xxxxxxx X. Xxxxxxx 151,982
Xxxx X. Xxxxxxxx 27,000
Xxxxx X. Xxxxxx 86,000
Xxxxxxx X. Xxxxxxxx 49,000
Xxxxxx X. Xxxxxx 54,000
Xxxxxx X. Xxxxx 44,000
Xxxxxxx X. Xxxxx 124,000
Xxxxxxxx X. Xxxxxx 1,000
Xxxxxx Xxxx 2,000
Xxxxxx Xxxx 2,417,350
---------
TOTAL DIRECTORS & EXEC. 4,198,583
=========
LOCK-UP AGREEMENTS
OF SHAREHOLDERS
NAME SHARES AGREED TO LOCK UP
----------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxx 150,000
Xxxxxx Xxxxxxxxxx 500,000
Xxxxx X. Xxxxxxxx 456,898
I. Xxxxx Xxxx 225,000
Xxxxxxx Xxxx 200,000
Xxxxx X. Xxxxxx 248,000
Xxxx Xxxxxx 232,320
Xxxxxxx X. Xxxxxxxx 650,000
Xxxxxx Xxxxxxxx 200,000
Xxxxx Xxxxxx 190,500
Xxxx Xxxxxxxxx 175,041
---------
TOTAL SHAREHOLDERS 3,227,759
=========
Total Directors & Exec. Off. 4,198,583
Total Shareholders 3,227,759
---------
GRAND TOTAL 7,426,342
=========
January 5, 1999
[Name and Address of
Shareholder]
Dear :
---------------------
The purpose of this letter is to request a modification to the Stock
Transfer Restriction Agreement (the "Agreement") between Group Maintenance
America Corp. ("GroupMAC") and you to extend some of the restrictions imposed on
your transfer of GroupMAC stock. We believe that this change will allow the
supply of our stock available for sale to more closely match the current demand
for our stock.
Under this proposal, the Agreement would be modified to provide that,
until December 31, 1999, you will retain ownership of at least
____________________ shares of common stock of GroupMAC currently held, directly
or indirectly, by you, except that you will be permitted to make (i) Permitted
Dispositions (as defined in the Agreement), (ii) transfers of shares held in an
employee benefit plan, and (iii) pledges of stock to secure loans and sales of
such stock by the lender pursuant to the exercise of its rights under the
pledge.
Additionally, it is our intent to waive the provisions of this letter
agreement if, as a result of an emergency situation, you have an immediate need
for cash and that need can be satisfied without undue hardship on you only by
the sale of GroupMAC stock. Furthermore, if GroupMAC implements any program
that allows other shareholders to sell GroupMAC stock, such as the filing of a
registration statement with the Securities and Exchange Commission for a
secondary offering, you will be allowed to participate in that program to the
same extent as other shareholders of GroupMAC.
[Name of Shareholder]
January 5, 1999
Page 2
The Agreement would also be modified to provide that if you make any sales
of GroupMAC stock, as permitted by the Agreement and as modified by this letter
agreement, you will make such sales through a broker approved by GroupMAC.
If the foregoing modification of the Agreement is acceptable to you, please
sign the copy of this letter in the space provided below and return the copy to
us by the close of business on January 8. Your agreement set forth in this
letter will become effective only after the holders of 6,000,000 shares of
GroupMAC stock have entered into substantially similar agreements with GroupMAC.
Very truly yours,
GROUP MAINTENANCE AMERICA CORP.
By:
_________________________________
J. Xxxxxxx Xxxxxxxx, Xx.
Chief Executive Officer
ACCEPTED AND AGREED
this ______ day of January, 1999.
________________________________
[Name of Shareholder]
