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CONTRIBUTION AGREEMENT
THIS AGREEMENT is entered into as of this 9th day of June, 1997 by and
between Cyrk, Inc., a Delaware corporation (the "COMPANY"), Xxxx Xxxxxxx and
Xxxxx Xxxxx (each a "SHAREHOLDER" and collectively, the "SHAREHOLDERS").
RECITALS:
WHEREAS, the Company has acquired Simon Marketing, Inc. ("SIMON") pursuant to
that certain Merger and Stock Purchase Agreement by and between the Company,
Simon, the Shareholders and the other parties named therein dated as of May 7,
1997.
WHEREAS, pursuant to the Company's 1997 Acquisition Stock Plan, Xxxx Xxxx (the
"OPTIONEE") has entered into a Non-Qualified Stock Option Agreement with the
Company of even date herewith which grants the Optionee an option to purchase
100,000 shares of the Company's common stock, par value $.01 (the "OPTION").
WHEREAS, the Shareholders desire that the Option be granted to the Optionee and
in order to induce the grant of such Option, each Shareholder wishes to
contribute to the capital of the Company 10,000 shares of the Company's common
stock, par value $.01, held by such Shareholder.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. CONTRIBUTION. Each Shareholder does hereby contribute, convey,
transfer, assign and deliver to the capital of the Company all of his right,
title and interest in and to 10,000 shares of the Company's common stock, par
value $.01 (the "CONTRIBUTED SHARES").
2. INSTRUCTION LETTER. Each Shareholder shall provide an
instruction letter (the "INSTRUCTION LETTER") to Boston EquiServe, the transfer
agent for the Company (the "TRANSFER AGENT"), in substantially the form shown on
EXHIBIT A attached hereto, transmitting each
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Shareholder's stock certificate with executed stock power, representing the
total number of shares of the Company's Common Stock held by such Shareholder,
to the Transfer Agent and instructing the Transfer Agent to record the
contribution of the Contributed Shares by him, in exchange for replacement
certificates to be issued to each Shareholder representing the balance of the
shares not contributed to the Company.
3. FURTHER INSTRUMENTS. The parties hereby agree to execute all
such instruments of transfer and other documents as may reasonably be necessary
in order to transfer more fully and effectively the Contributed Shares.
4. BINDING EFFECT; GOVERNING LAW. This Agreement shall be binding
upon and inure to the benefit of the Company and the Shareholder and shall be
construed and enforced in accordance with the laws of the Commonwealth of
Massachusetts.
5. COUNTERPARTS. This Agreement may be executed in counterparts,
all of which shall together constitute one and the same instrument, and shall
become effective when the counterparts have been signed by the Shareholders and
the Company. One or more counterparts may be delivered via telecopier, and any
such telecopied counterpart shall have the same force and effect as an original
counterpart.
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IN WITNESS WHEREOF, the Company and the Shareholders have executed this
Agreement as of the date first above written.
CYRK, INC.
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx,
Executive Vice President
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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EXHIBIT A
See attached.
