EXHIBIT 10.25
SHAREHOLDER AGREEMENT
This Shareholder Agreement is made this 4th day of May, 2001 between Xxxxxx
X. Xxxxxxxxxx ("Xxxxxxxxxx") and Superior Consultant Holdings Corporation
("Holdings").
RECITALS
X. Xxxxxxxxxx, Holdings and Xxxxxx X. Xxxxxxx ("Xxxxxxx") are parties to an
Agreement to Purchase Shares and an Assignment, Assumption and Release Agreement
of even date herewith. Pursuant to those agreements, Xxxxxxxxxx has agreed to
purchase 144,610 shares of Holdings common stock held by Tashiro (the "Shares")
and to assume the liability of Tashiro under a promissory note (the "Tashiro
Note") given by him to Holdings in connection with Tashiro's acquisition of such
shares. Xxxxxxxxxx has further agreed to deliver to Holdings an Amended and
Restated Promissory Note in the principal amount of $203,906.70 (the "Xxxxxxxxxx
Note") in replacement of the Tashiro Note, and in consideration thereof Holdings
has agreed to cancel the Tashiro Note.
X. Xxxxxxxxxx and Holdings wish to establish the provisions contained in
this Agreement regarding the Shares and the Xxxxxxxxxx Note.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Xxxxxxxxxx acknowledges that the Shares were acquired by Tashiro without
registration under the Securities Act of 1933 or any state securities law.
Xxxxxxxxxx further acknowledges that as Chairman of the Board of Directors, he
may not be able to freely trade the Shares. Xxxxxxxxxx agrees that he will not
transfer the Shares or any portion thereof unless the Shares have been
registered under all such applicable laws or the transfer complies with
available registration exemptions thereunder, and that Holdings and its transfer
agent may refuse to permit any transfer of the Shares made without registration
unless there is delivered to them an opinion of counsel, in form and substance
satisfactory to Holdings and its counsel, to the effect that the transfer may be
effected without registration under all such applicable acts.
2. In the event that either of the following events occurs, the outstanding
principal amount of the Xxxxxxxxxx Note and accrued and unpaid interest thereon
may be accelerated, at the option of Holdings by delivery of written notice to
Xxxxxxxxxx'x address as shown on the books and records of Holdings, to become
immediately due and payable as of the Acceleration Date specified below:
(a) Xxxxxxxxxx resigns as a member of the Board of Directors of
Holdings, in which case the Acceleration Date will be the effective date of
the resignation, or declines or refuses to stand for re-election to the
Board of Directors of Holdings, in which case the Acceleration Date will be
the date Xxxxxxxxxx'x term as director ceases.
(b) There occurs a Change of Control (as defined below) with respect
to Holdings, as a result of which Xxxxxxxxxx becomes entitled to receive
cash and/or Marketable Securities (as defined below) with an aggregate
value, measured as of the date on which Xxxxxxxxxx first becomes entitled
to receive such cash and/or Marketable Securities, that is
not less than the remaining principal balance of the Xxxxxxxxxx Note
outstanding on such date.
(i) For purposes of this Agreement, "Marketable Securities" means
securities which are listed for trading on the New York Stock Exchange,
American Stock Exchange or Nasdaq Stock Market, and which Xxxxxxxxxx may
sell (i) without restriction under the Securities Act of 1933or (ii) within
any three month period in compliance with the provisions of Rule 144 and/or
Rule 145 promulgated under the Securities Act of 1933.
(ii) For purposes of this Agreement, "Change in Control" means (i) the
acquisition by any person (including a group within the meaning of Section
13(d)(3) under the Securities Exchange Act of 1934) of the ability to elect
a majority of the members of the Board of Directors of Holdings, (ii) the
merger of Holdings with any entity if Holdings is not the surviving
corporation of such merger, (iii) the consummation of any tender offer
which results in sale of securities of Holdings possessing the right to
elect a majority of the members of the Board of Directors of Holdings or
(iv) the sale of all or substantially all of the assets of Holdings in a
single transaction or series of transactions, and the distribution to
Holdings' shareholders (in liquidation or otherwise) of some or all of the
proceeds of the sale. The Acceleration Date with respect to any Change of
Control will be the effective date of the Change of Control.
3. In the event of acceleration of the Xxxxxxxxxx Note pursuant to Section
2, Xxxxxxxxxx will pay amounts owing in accordance with the terms of the
Xxxxxxxxxx Note and Holdings will have the rights provided therein.
4. This Agreement may be executed in any number of counterparts, which,
when taken together, will be deemed to constitute one and the same instrument.
5. This Agreement shall be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the internal laws of the State
of Michigan, without reference to choice of law provisions which would require
the application of the law of any other jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
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Xxxxxx X. Xxxxxxxxxx
SUPERIOR CONSULTANT HOLDINGS CORPORATION (Issuer)
By:
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Its:
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