STOCK REPURCHASE AGREEMENT
Exhibit 10.2
THIS STOCK REPURCHASE AGREEMENT (“Agreement”) is made and entered into as of May 9, 2006 (the
“Effective Date”), by and among Advanta Corp., a Delaware corporation (the “Company”), Xxxxxx Xxxxx
(“Alter”), Xxxxxx X. Xxxxx, Trustee U/I/T dated December 15, 2003 (the “2003 GRAT”) and the Xxxxxx
X. Xxxxx, Trustee U/I/T dated May 24, 2004 (the “2004 GRAT”, and collectively with Alter and the
2003 GRAT, the “Sellers”).
WHEREAS, each Seller owns the number of shares of Class B Common Stock of the Company set
forth next to such Seller’s name on Exhibit A hereto (the “Shares”).; and
WHEREAS, the Company desires to repurchase from each Seller the Seller’s Shares and each
Seller desires to sell, assign and transfer to the Company each of the Seller’s Shares, upon the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, agree as follows:
1. Purchase of the Shares, Purchase Price. Subject to the terms and conditions
contained in this Agreement, each of the Sellers hereby sells, assigns and transfers the Shares set
forth next to such Seller’s name on Exhibit A hereto to the Company for a purchase price of $38.67
per Share, payable by wire transfer of immediately available funds.
2. Delivery of Stock Powers. Contemporaneously with the execution of this Agreement,
each of the Sellers is delivering to the Company one or more irrevocable stock powers relating to
all of the Shares being sold by such Seller hereunder, in the form attached hereto as Exhibit B.
3. Representations, Warranties and Covenants of Sellers.
a. Each Seller hereby represents, warrants and covenants:
i. such Seller is the lawful owner, both beneficially and of record, of the
Shares set forth next to such Seller’s name on Exhibit A hereto. Such Seller owns
such Shares free and clear of all liens, encumbrances, restrictions and claims of
every kind;
ii. such Seller has the legal right, power and authority to
enter into this Agreement and to consummate the
transactions contemplated herein;
iii. such Seller hereby transfers to the Company good and
valuable title to each of the Shares set forth next to
Seller’s name on Exhibit A hereto, free and clear of
all liens, encumbrances, and claims of every kind. As
soon as reasonably practicable after the Effective
Date, such Seller shall deliver such Shares set forth
next to such Seller’s name on Exhibit A hereto to the
Company;
iv. such Seller is not subject to or a party to any lien,
agreement, contract, law, regulation, order, judgment
or decree, or any other restriction of any kind or
character, that would prevent consummation of the
transactions contemplated by this Agreement or that
would otherwise restrict such Seller’s ability to
transfer marketable title to the Shares set forth next
to Seller’s name on Exhibit A hereto in accordance with
the terms hereof; and
v. this Agreement is binding upon such Seller and enforceable in accordance
with its terms.
b. The 2003 GRAT represents and warrants that it is duly established and
validly existing under the laws of the Commonwealth of Pennsylvania.
c. The 2004 GRAT represents and warrants that it is duly established and
validly existing under the laws of the Commonwealth of Pennsylvania.
4. Representations and Warranties of the Company. The Company represents,
warrants and covenants, as of the Effective Date:
a. This Agreement is binding upon the Company and enforceable in accordance
with its terms;
b. The execution and delivery of this Agreement, and the purchase of the Shares
from Seller pursuant to this Agreement, do not violate any court order or decree or
any rule or regulation of any government agency to which the Company may be subject;
and
c. The Company has the legal right, power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated herein.
5. Further Actions. In connection with the transactions contemplated hereunder and as
a further consideration, each of the parties to this Agreement agrees that after the Closing it
will, from time to time, as requested by any other party, furnish such further instruments and
documents as may be necessary or proper to perfect or further evidence the sale, assignment and
transfer by Sellers to the Company of the Shares sold pursuant to this Agreement.
6. Indemnification. Each party shall indemnify, defend and hold harmless the other
parties from and against any claim, loss or expense (including attorneys’ fees) arising out of (a)
any breach by such party of any representation or warranty contained in this Agreement; or (b) any
default by such party in the performance of any of the covenants and agreements contained in this
Agreement. These rights of indemnification shall survive the Closing.
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7. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter contained herein, and shall
supersede and cancel all other agreements and understandings, written or oral, related to the
subject matter herein. No amendment or modification of this Agreement shall be valid unless made
in writing and signed by all of the parties hereto.
8. Interpretation and Governing Law. The section headings contained in this Agreement
are inserted solely for convenience and shall have no effect on the interpretation of this
Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State
of Delaware.
9. Assignment. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns, and shall not be assignable by
any party without the prior written consent of each of the other parties hereto.
10. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and
year first written above.
THE COMPANY |
||||
| Advanta Corp. | ||||
By:
|
/s/ Xxxxxxxxx X. Xxx | |||
| Name: Xxxxxxxxx X. Xxx | ||||
| Title: Senior Vice President, Chief Administration Officer, General Counsel and Secretary | ||||
SELLERS |
||||
| /s/ Xxxxxx Xxxxx | ||||
| Xxxxxx Xxxxx | ||||
| Xxxxxx X. Xxxxx, Trustee U/I/T dated December 15, 2003 | ||||
By:
|
/s/ Xxxxxx Xxxxx | |||
| Name: Xxxxxx Xxxxx | ||||
| Title: Trustee | ||||
| Xxxxxx X. Xxxxx, Trustee U/I/T dated May 24, 2004 | ||||
By:
|
/s/ Xxxxxx Xxxxx | |||
| Name: Xxxxxx Xxxxx | ||||
| Title: Trustee | ||||
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EXHIBIT A
| Seller | Number of Shares | |||
Xxxxxx Xxxxx |
874,587 | |||
2003 GRAT |
66,756 | |||
2004 GRAT |
53,657 | |||
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EXHIBIT B
IRREVOCABLE STOCK OR BOND POWER
obtain one power for each certificate/bond
obtain one power for each certificate/bond
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and transfer unto:
| SS# | ||||
| { | ||||
Whose Social Security # or Federal Tax ID # is |
||||
| Tax ID# | ||||
IF STOCK,
|
shares of the | |||
COMPLETE
|
stock of | |||
THIS
|
{ | |||
PORTION
|
represented by Certificate(s) No(s). | |||
| inclusive, standing in the name of the undersigned on the books of | ||||
| Company. |
IF BONDS,
|
bonds of the | |||
COMPLETE |
||||
THIS |
||||
PORTION
|
{ | |||
| in the principal amount of $ , No(s). | ||||
| inclusive, standing in the name of the undersigned on the books of Company. |
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The undersigned does (do) hereby irrevocably constitute and appoint attorney
to transfer the said stock or bond(s), as the case may be, on the books of Company, with full power
of substitution in the premises. Should any of this Power be incomplete in any necessary respect
at the time of execution, the undersigned herby authorizes the completion of this document.
Dated: |
||
(SEAL)
|
X | |
(SEAL)
|
X |
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