1
EXHIBIT 7.2
STOCK PURCHASE AND OPTION AGREEMENT
This Agreement is made as of the 7/24/89 day of July, 1989 by and between
Xxxxxxxx X. Xxxxxxx ("Xxxxxxx") and Code-Alarm, Inc., a Michigan corporation
("Code-Alarm").
WITNESSETH:
WHEREAS, Xxxxxxx has been an executive officer, director and shareholder of
Code-Alarm since its formation;
WHEREAS, Xxxxxxx is the owner of record of Four Hundred Forty-Five Thousand
Eight Hundred Ten (445,810) shares of the common stock of Code-Alarm (the
"Stock"); and
WHEREAS, Xxxxxxx desires to sell his shares of Code-Alarm stock and to
terminate his employment by Code-Alarm.
NOW, THEREFORE, IT IS HEREBY AGREED that:
1. Simultaneously with the delivery of this Agreement, Code-Alarm shall
deliver to Xxxxxxx a cashier's check in the amount of Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00) payable to the order of Xxxxxxx.
2. Simultaneously with the delivery of this Agreement, Xxxxxxx shall
deliver to Code-Alarm certificates representing Two Hundred Fifty Thousand
(250,000) shares of the Stock, duly endorsed for transfer to Code-Alarm, with
his signature guaran-
2
xxxx by a national bank or member of a national securities exchange, together
with a consent in form and substance satisfactory to Code-Alarm waiving
compliance with Article III of the shareholders agreement dated as of May 29,
1987 among certain shareholders of Code-Alarm and Code-Alarm (the "Shareholders
Agreement"), duly executed by shareholders holding more than 2/3 of the
restricted shares subject to the Shareholders Agreement.
3. Xxxxxxx hereby grants to Code-Alarm an option to purchase up to One
Hundred Ninety-Five Thousand Eight Hundred Ten (195,810) shares of the Stock
(the "Option"). The exercise price of the Option shall be equal to the greater
of (i) Ten and 00/100 Dollars ($10.00) per share and (ii) seventy percent (70%)
of the net proceeds, after deduction of underwriting discounts or placement
fees and offering expenses, received by Code-Alarm from the sale of the Stock
subject to the Option in a public offering or private placement (the "Exercise
Price"). The Option may be exercised at any time prior to the first anniversary
of this Agreement by notice from Code-Alarm to Xxxxxxx. The closing shall take
place five (5) business days after the public or private offering. At the
closing, Code-Alarm shall deliver to Xxxxxxx a cashier's check in the amount of
the Exercise Price payable to the order of Xxxxxxx against delivery by Xxxxxxx
of certificates representing the number of shares of the Stock to be purchased,
duly endorsed for transfer to Code-Alarm, with a signature guaranteed by a
national bank or a member of a nation-
-2-
3
al securities exchange, together with a consent in form and substance
satisfactory to Code-Alarm waiving compliance with Article III of the
Shareholders Agreement duly executed by shareholders holding more than 2/3 of
the restricted shares subject to the Shareholders Agreement.
4. Simultaneously with the delivery of this Agreement, Xxxxxxx shall
cease to be an officer, employee or consultant of Code-Alarm. The employment
agreement dated as of May 29, 1987 between Xxxxxxx and Code-Alarm (the
"Employment Agreement") is hereby amended to provide that the Employment Term
provided in the Employment Agreement shall terminate as of the date of this
Agreement, and neither Xxxxxxx nor his heirs, successors or assigns shall be
entitled to receive any further compensation or benefit from Code-Alarm under
the Employment Agreement after the date of this Agreement.
5. Xxxxxxx represents and warrants that; (i) he is the sole legal and
beneficial owner of the Stock, with full and unrestricted power to grant the
Option and to sell, convey, transfer, assign, endorse and otherwise deliver the
Stock; (ii) the delivery to Code-Alarm of the certificates representing the
Stock shall vest in Code-Alarm full, good and marketable right, title and
interest thereto, free and clear of all liens, pledges, claims, restrictions
and other encumbrances; (iii) he is aware that Code-Alarm intends to finance
the purchase of the
-3-
4
Stock initially through a bank loan and ultimately through private or public
offerings of securities of Code-Alarm, which may include the sale of the common
stock of Code-Alarm at a price in excess of the price being paid to Xxxxxxx
pursuant to this Agreement; and (iv) he has reviewed all of the public
information regarding Code-Alarm and has had the opportunity to have answered
any questions about the business or prospects of Code-Alarm. Xxxxxxx shall
indemnify and hold Code-Alarm harmless from and against all claims, damages,
losses, liabilities, costs and other expenses, including actual attorney's fees,
in any way arising out of or related to the representations and warranties
contained herein.
6. This Agreement and the documents referred to herein represent the
full and complete agreement among the parties, with respect to the subject
matter hereof, and supercede all prior negotiations and agreements, whether oral
or written. There are no representations, warranties, covenants, conditions,
terms, agreements, promises, understandings, commitments or other arrangements
other than those expressly set forth herein or made in writing on or after the
date hereof.
7. This Agreement is made pursuant to, and shall be governed by, construed
under and enforced in accordance with, the laws of the State of Michigan,
without regard to its conflict-of-laws principles.
-4-
5
8. This Agreement shall be binding upon, inure to the benefit of and be
enforceable by the heirs, executors, personal representatives, trustees,
guardians, custodians, administrators, conservators, successors and assigns of
the parties hereto, provided that no assignment of this Agreement shall be
effective without the express written consent of the other party.
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the day and year first above written.
Witness: XXXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------- ------------------------------
Xxxxxxxx X. Xxxxxxx
Attest: CODE-ALARM, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
------------------------- ------------------------------
Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx
Secretary President
-5-