5
STOCK PURCHASE AND SETTLEMENT AGREEMENT
THIS STOCK PURCHASE AND SETTLEMENT AGREEMENT ("Agreement") is made and
entered into effective December __, 2004 ("Effective Date"), by and among,
XXXXXXX XXXXXXXXXXX, an individual residing in Guymon, Oklahoma ("Seller"), the
GSI GROUP, INC., a Delaware corporation ("GSI") and FARMPRO, INC., a Delaware
corporation ("FarmPRO", together with GSI and Seller, the "Parties").
W I T N E S S E T H:
WHEREAS, Seller owns the entire amount of outstanding stock of FarmPRO; and
WHEREAS, Seller desires to sell and transfer the Shares to GSI, and GSI
desires to purchase the Shares, all upon the terms and conditions hereinafter
set forth; and
WHEREAS, Seller desires to separate himself from FarmPRO upon the terms and
conditions contained herein; and
WHEREAS, FarmPRO desires to have Seller separate himself from FarmPRO upon the
terms and conditions contained herein;
WHEREAS, FarmPRO intends to sell substantially all of its assets (the
"Transaction") to Hog Slat, Inc. ("Hog Slat") on a date to be determined
("Effective Date"); and
WHEREAS, the Parties desire to agree to and settle certain other matters
between and among themselves relating to the purchase of the Shares and Seller
separating from FarmPRO, all upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
1. REDEMPTION OF SHARES. On the Effective Date immediately prior to the
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Closing of the Transaction, GSI agrees to purchase and Seller agrees to sell and
transfer to GSI 2.4732 shares of the common stock of FarmPRO, represented by
Stock Certificate No. 1, free and clear of all liens, pledges and encumbrances
of every kind, character and description whatsoever.
2. RESIGNATION OF SELLER. Seller shall continue to perform pursuant to the
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terms of that certain Employment Agreement between him and FarmPRO dated January
1, 2001 until the Effective Date (such date is the "Resignation Date"). As of
the Resignation Date, Seller will resign as a director, officer, employee and
agent of FarmPRO pursuant to his written resignation, a copy of which is
attached hereto as Exhibit2 ("Resignation").
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3. NON-COMPETITION AGREEMENT. As of the Effective Date, Seller shall
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execute a non-competition agreement attached hereto as Exhibit3
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("Non-Competition Agreement").
4. PAYMENTS TO SELLER. In connection with the obligations contained herein,
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FarmPRO will pa Seller $165,000, of which $100,000 shall be payable as provided
in Section 5 hereof. The remaining $62,500 shall be payable in 6 equal monthly
installments beginning on January 31, 2005 and continuing on the end of each
subsequent calendar month, or if such day is not a business day, on the next
succeeding business day.
5. DELIVERIES AT CLOSING.
(a) On the Effective Date, FarmPRO shall deliver to Seller $100,000.00 in
readily available U.S. Funds by wire transfer or certified check.
(b) Seller shall deliver to GSI or FarmPRO, as the case may be (i) all of
the certificates representing the Shares, duly endorsed by Seller for transfer
to GSI, and a stock power in the form attached hereto as Exhibit5 signed by
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Seller transferring the Shares to FarmPRO; (ii) an executed Non-Competition
Agreement; and (iii) an executed Resignation.
6. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants
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to GSI that, as of the Effective Date, Seller (i) is the sole owner of the
Shares and has good and marketable title thereto; (ii) has the absolute right to
sell, assign, and transfer the same to GSI free and clear of all liens, pledges,
encumbrances and options of any kind; and (iii) has delivered to GSI all of the
certificates representing stock in FarmPRO in his possession and such
certificates constitute all of the evidences of ownership of the Shares of
FarmPRO possessed by him.
7. COVENANTS AND WARRANTIES OF SELLER. Until the fifth anniversary hereof,
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Seller covenants and warrants that he shall not disclose, divulge or make known,
either directly or indirectly, whether orally, visually or in writing, any
confidential information of FarmPRO, or make available to others any documents,
files or any other papers concerning the business or financial affairs of
FarmPRO, or remove any such documents, files or other papers concerning the
business or financial affairs of FarmPRO from the premises of FarmPRO no matter
where located. Subject to the foregoing, nothing contained herein shall forbid
or prohibit Seller from disclosing or divulging information with respect to
FarmPRO to his attorneys, accountants or other third party representatives who
may be necessary for the execution of this Agreement, the completion of the
transactions contemplated hereunder, or the filing of any tax returns. FarmPRO
shall make available to Seller any information he reasonably requests to comply
with any State or Federal audit or court order. Seller covenants and warrants
that he does not possess any knowledge of FarmPRO or the affairs of FarmPRO
which he learned or discovered while in the employment of FarmPRO that he has
not disclosed to the Directors or Officers of FarmPRO or of GSI which has or
would have a material adverse effect on the business of FarmPRO.
8. MUTUAL RELEASE. Xxxxxxxxxxx and his heirs, trustees, family members,
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successors and assigns (collectively, the "Xxxxxxxxxxx Parties") hereby
irrevocably release FarmPRO, GSI and Hog Slat, Incorporated and their respective
officers, directors, employees, shareholders, agents, attorneys, successors and
assigns (and any affiliated, subsidiary, parent or holding company)
(collectively the "Company Parties") and the Company Parties hereby irrevocably
release the Xxxxxxxxxxx Parties from all claims, actions, rights, demands,
damages, causes of action and liabilities of any kind, known or unknown, that
the Xxxxxxxxxxx Parties now have or have ever had from the beginning of time to
the date of this Agreement against the Company Parties or that the Company
Parties may now have or have ever had from the beginning of time to the date of
this Agreement against the Xxxxxxxxxxx Parties, based upon any known or unknown
fact, condition or incident occurring prior to the date of this Agreement,
including but not limited to, any act or event related to Seller's employment or
separation from employment from FarmPRO. This discharge and release includes
any claims for back pay, front pay, wages, vacation pay, insurance premiums,
compensatory damages, punitive damages, attorneys fees, reinstatement and
reemployment, as well as any claim for wrongful or unlawful discharge, whether
for violation of public policy or otherwise, all claims under common law, in
tort or contract or otherwise, whether legal or equitable, and any claims under
all federal, state or local laws, ordinances and regulations, to the maximum
extent permitted by law.
9. INDEMNIFICATION. GSI shall indemnify and hold Seller harmless from and
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against any and all liability, loss, expense (including reasonable attorneys'
fees), or claims for injury or damages arising out of Seller's service as a
director, officer, employee or agent of FarmPRO, except to the extent which such
liability, loss, expense, attorneys' fees, or claims for injury or damages (i)
are caused by or result from the negligent acts or omissions or willful
misconduct of the Seller; or (ii) the claims with respect to which have not been
released by GSI pursuant to Section 8 hereof.
10. REFRAIN FROM DISPARAGEMENT. The Parties agree to refrain from
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intentionally disparaging, defaming or ridiculing the name of any other Party
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and any trustee, family member, affiliate, director, officer, employee,
shareholder or agent of any other Party.
11. DISCLOSURE OF INFORMATION. The Parties agree that no formal press
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releases or similar information regarding this transaction will be released or
provided by any Party, any affiliate of any Party, or any employee or agent of
any Party or affiliate to any form of mass media communication entity, or its
employee, for dissemination to the general public until all of the other Parties
have reviewed the content of the information and have given their prior written
consent for the distribution of the information. In addition, the Parties will
not print or otherwise prepare any advertising or public relations materials for
publicizing this transaction until the materials are reviewed and approved by
all of the Parties.
12. BINDING. The provisions of this Agreement shall be binding upon, and
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inure to the benefit of and be applied to the Parties and their respective
heirs, executors, administrators, successors and assigns.
13. FURTHER ASSURANCES. From time to time after the date of this Agreement,
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the Parties agree to execute such other further documents and instruments as may
be necessary to carry out the provisions and intent of this Agreement.
14. SPECIFIC PERFORMANCE. Each of the Parties hereto shall be entitled to
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specific performance of this Agreement upon compliance with all of its terms,
covenants and conditions.
15. AMENDMENTS. This Agreement may only be altered or amended by a writing
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signed by the Parties hereto.
16. VALIDITY OF AGREEMENT. It is intended that each section of this
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Agreement shall be viewed as separate and divisible, and in the event that any
section shall be held to be invalid, the remaining sections shall continue to be
in full force and effect.
17. ENTIRE AGREEMENT. This Agreement together with all of its Exhibits
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supersedes any and all other agreements, either oral or written by and among the
Parties hereto pertaining to the subject matter hereof.
18. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, all of which shall be considered one and the same agreement, and
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shall become effective when one or more counterparts have been signed by each of
the Parties. In addition, facsimile signatures shall be considered original
signatures for purposes of this Agreement.
19. CAPTIONS. Captions to sections herein are for purposes of reference
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only and in no way shall limit, define or otherwise affect the provisions
hereof. Words importing the singular number include the plural and vice versa,
and words importing the masculine gender include the feminine and neuter genders
and vice versa, where the context so requires.
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1.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the Effective Date.
FARMPRO, INC. SELLER
By:
Name:
Its:
Xxxxxxx Xxxxxxxxxxx
THE GSI GROUP, INC.
By:
Name:
Its:
C:\DOCUME~1\spozaric\LOCALS~1\Temp\iScrub\Stock Purchase Settlement Agreement
- Xxxxxxxxxxx (S1442555-4).DOC 8
EXHIBIT 2
RESIGNATION
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The undersigned, XXXXXXX XXXXXXXXXXX, hereby submits his resignation as a
director, officer, employee, and agent of and all other positions with FARMPRO,
INC., a Delaware corporation, as of the date executed below.
IN WITNESS WHEREOF, I have hereunto affixed my name this _____ day of
_______, 2004.
XXXXXXX XXXXXXXXXXX
EXHIBIT 3
EXHIBIT 5
STOCK POWER
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FOR VALUE RECEIVED, XXXXXXX XXXXXXXXXXX, an individual residing in Guymon,
OK, hereby sells, assigns and transfers unto the GSI GROUP, INC., a Delaware
corporation (the "Corporation"), ______ (___) shares of the [common stock] of
the Corporation, standing in his name on the books of said Corporation,
represented by Stock Certificate No. ____, and does hereby irrevocably
constitute and appoint ____________, attorney, to transfer the said stock on the
books of the within named Corporation with full power of substitution in the
premises.
Dated: _____________, 200__
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XXXXXXX XXXXXXXXXXX
