STOCK RESTRICTION AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of
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November 9, 2001, by and among THOR INDUSTRIES, INC., a Delaware corporation
(the "Company"), and certain holders of shares of capital stock of the Company
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whose names are listed at the foot of this Agreement (collectively, the
"Shareholders" and, together with the Company, are referred to herein,
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individually, as a "Party" and collectively, as the "Parties").
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of November 9, 2001, by and among Thor Acquisition Corp., a
Delaware corporation ("Acquisition Subsidiary"), the Company, Keystone RV
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Company, an Indiana corporation ("Keystone"), the Shareholders, and certain
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other former securityholders of Keystone named therein (as amended from time to
time, the "Merger Agreement"), the Company has issued shares of its common
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stock, par value $.10 per share ("Company Common Stock"), to the Shareholders as
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partial consideration for the transactions contemplated by the Merger Agreement;
and
WHEREAS, the execution and delivery of this Agreement by each of the
Shareholders is a condition to the Company's obligation to consummate the
transactions contemplated by the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
agreements and conditions set forth in this Agreement and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the terms set forth below
shall have the following meanings:
"Affiliate" shall mean any Person (as defined below) that,
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directly or indirectly, through one or more intermediaries controls, is
controlled by, or is under common control with, such other Person.
"Business Day" shall mean any day on which lending
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institutions in the State of New York are not required or permitted to be
closed.
"Change of Control" shall mean (i) a sale of all or
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substantially all of the assets of the Company and its subsidiaries, (ii) a
consolidation or merger of the Company with or into any other corporation,
entity or person in or following which the shareholders of the Company
immediately prior to such consolidation or merger own less than fifty percent
(50%) of the voting power of the Company immediately after such consolidation or
merger, or (iii) any transaction or series of related transactions to which the
Company is a party and in which in excess of fifty percent (50%) of the
Company's voting power is transferred.
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"Common Stock Stated Value" shall mean $30.00 per share.
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"Company Common Stock" shall have the meaning set forth in the
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recitals.
"Control", "controlled by" and "under common control with", as
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used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through ownership of voting securities or otherwise.
"Dispose" or "Disposition" shall mean, with respect to the
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Company Common Stock, any assignment, transfer, pledge, hypothecation or
encumbrance, any offer or grant of any option for or any participation in, any
issuance of any derivative security based on, or any put, call or similar
arrangement with respect thereto.
"Escrow Agreement" shall mean that certain Escrow Agreement,
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dated as of November 9, 2001, by and among The Chase Manhattan Bank and certain
of the parties to the Merger Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
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as amended.
"Merger Agreement" shall have the meaning set forth in the
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recitals.
"Merger Closing Date" shall mean November 9, 2001.
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"Merger Shares" shall mean any shares of Company Common Stock
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issued to a Shareholder pursuant to Article II of the Merger Agreement.
"Person" means any person (including, without a limitation a
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"person" as defined in Section 13(d)(3) of the Exchange Act), firm, corporation,
company, partnership, trust, incorporated or unincorporated association, limited
liability company, joint venture, joint stock company, government (or an agency
or political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of any such entity.
"Registration Rights Agreement" shall mean that certain
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Registration Rights Agreement, dated as of the date hereof, by and among the
Company, the Shareholders and certain other holders of capital stock of the
Company named therein.
"Restricted Shareholder" shall have the meaning set forth in
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Section 2.1.
"SEC" shall mean the Securities and Exchange Commission.
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"Securities Act" shall mean the Securities Act of 1933, as
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amended.
"Standstill Period" shall have the meaning set forth in
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Section 3.
"Summit Shareholders" shall mean, collectively, (i) Summit
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Investors III, L.P., a Delaware limited partnership, (ii) Summit Ventures V,
L.P., a Delaware limited partnership, (iii) Summit V Advisors Fund, L.P., a
Delaware limited partnership, (iv) Summit V Advisors Fund (QP), L.P., a Delaware
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limited partnership, and (v) Summit V Companion Fund, L.P., a Delaware limited
partnership.
"Surviving Corporation" shall mean Keystone RV Company, a
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Delaware corporation.
2. TRANSFER RESTRICTIONS AND RELATED EXCEPTIONS
2.1 Initial Transfer Restriction. Each of the Shareholders, other
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than the Summit Shareholders (each, a "Restricted Shareholder"), agrees that he
will not Dispose of any Merger Shares whether pursuant to a registration
statement, an exemption from registration, or otherwise, and whether or not
permitted by applicable securities laws, until (a) with respect to each
Restricted Shareholder (other than H. Xxxxxxx Xxxxx, III), the first (1st)
anniversary of the Merger Closing Date or, thereafter, except as permitted by
Section 2.2(a), until the fifth (5th) anniversary of the Merger Closing Date,
and (b) with respect to H. Xxxxxxx Xxxxx, III, the third (3rd) anniversary of
the Merger Closing Date or, thereafter, except as permitted by Section 2.2(b),
until the seventh (7th) anniversary of the Merger Closing Date.
2.2 Annual Disposition Restriction.
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(a) Following the first (1st) anniversary of the Merger Closing Date,
each Restricted Shareholder (other than H. Xxxxxxx Xxxxx, III) shall have the
right to Dispose of his Merger Shares as follows:
(i) until the second (2nd) anniversary of the Merger
Closing Date, up to twenty percent (20%) of the Merger Shares
received by such Restricted Shareholder;
(ii) until the third (3rd) anniversary of the Merger Closing
Date, up to forty percent (40%) of the Merger Shares received
by such Restricted Shareholder (inclusive of any Merger Shares
permitted to be Disposed of pursuant to clause (a)(i) above);
(iii) until the fourth (4th) anniversary of the Merger
Closing Date, up to sixty percent (60%) of the Merger Shares
received by such Restricted Shareholder (inclusive of any
Merger Shares permitted to be Disposed of pursuant to clauses
(a)(i) and (a)(ii) above); and
(iv) until the fifth (5th) anniversary of the Merger Closing
Date, up to eighty percent (80%) of the Merger Shares received
by such Restricted Shareholder (inclusive of any Merger Shares
permitted to be Disposed of pursuant to clauses (a)(i), (a)(ii)
and (a)(iii) above).
Following the fifth (5th) anniversary of the Merger Closing Date, there shall be
no further restrictions on the Disposition of Merger Shares by the Restricted
Shareholders (other than H. Xxxxxxx Xxxxx, III) pursuant to this Section 2.
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(b) Following the third (3rd) anniversary of the Merger Closing Date,
H. Xxxxxxx Xxxxx, III shall have the right to Dispose of his Merger Shares as
follows:
(i) until the fourth (4th) anniversary of the Merger
Closing Date, up to twenty percent (20%) of the Merger Shares
received by him;
(ii) until the fifth (5th) anniversary of the Merger Closing
Date, up to forty percent (40%) of the Merger Shares received
by him (inclusive of any Merger Shares permitted to be Disposed
of pursuant to clause (b)(i) above);
(iii) until the sixth (6th) anniversary of the Merger Closing
Date, up to sixty percent (60%) of the Merger Shares received
by him (inclusive of any Merger Shares permitted to be Disposed
of pursuant to clauses (b)(i) and (b)(ii) above); and
(iv) until the seventh (7th) anniversary of the Merger
Closing Date, up to eighty percent (80%) of the Merger Shares
received by him (inclusive of any Merger Shares permitted to be
Disposed of pursuant to clauses (b)(i), (b)(ii) and (b)(iii)
above).
Following the seventh (7th) anniversary of the Merger Closing Date, there shall
be no further restrictions on the Disposition of Merger Shares by H. Xxxxxxx
Xxxxx, III, pursuant to this Section 2.
2.3 Death and Disability Exceptions. The restrictions set forth in
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Sections 2.1 and 2.2 shall terminate immediately with respect to any Restricted
Shareholder upon such Restricted Shareholder's death or Disability. For purposes
of this Section 2.3, "Disability" shall mean with respect to any Restricted
Shareholder, such Restricted Shareholder's inability, despite whatever
accommodations are provided, to render services to the Company or the Surviving
Corporation for more than one hundred eighty (180) consecutive days because of
physical or mental disability, incapacity or illness.
2.4 Gaff Retirement Exception. Notwithstanding the provisions of
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Section 2.2, in the event Xxxxxx Xxxx, Xx. retires from his employment by the
Company or the Surviving Corporation prior to the fifth (5th) anniversary of the
Merger Closing Date, he shall have the right, during the period between his
retirement and the first (1st) anniversary of his retirement, to Dispose of up
to fifty percent (50%) of the Merger Shares then held by him, and commencing on
the first (1st) anniversary of his retirement, he shall have the right to
Dispose of the remaining Merger Shares then held by him; provided, however, that
nothing contained in this Section 2.4 shall (i) permit any Disposition by Xx.
Xxxx prior to the first (1st) anniversary of the Merger Closing Date, or (ii)
restrict Xx. Xxxx'x rights to make any Disposition otherwise permitted by this
Section 2.
2.5 Estate Planning Exception. The restrictions set forth in this
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Section 2 shall not apply to the transfer of any Merger Shares by a Restricted
Shareholder to a trust or other estate planning vehicle for the benefit of a
Restricted Shareholder's spouse or lineal descendants. In any such case, the
following conditions must be satisfied: (a) the transfer must be effected in
compliance with applicable securities laws, (b) the transferee shall agree in
writing that any Merger Shares so transferred shall continue to be bound by the
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terms of this Agreement and, to the extent applicable, the Escrow Agreement,
applicable to the transferring Restricted Shareholder, (c) if requested by the
Company, the transferee shall deliver to the Company an opinion of counsel, in
form and substance satisfactory to the Company, confirming that such transferee
is authorized to be bound by the restrictions set forth in this Agreement and,
if applicable, such compliance will not breach the trustee's fiduciary duties
under the respective trust instrument or applicable law, and (d) the Restricted
Shareholder shall give a notice to the Company not less than five (5) Business
Days prior to such transfer, stating the name and address of the transferee and
identifying the Merger Shares proposed to be transferred.
2.6 Hedging Exception. Notwithstanding the provisions of Sections
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2.1 or 2.2, a Restricted Shareholder shall not be prohibited from entering into
a derivative security, put or similar arrangement, with respect to any Merger
Shares; provided that (a) such arrangement is intended solely to protect such
Restricted Shareholder from the risk of a decrease in the stock price of Company
Common Stock to a price below the Common Stock Stated Value at the time that a
Disposition of Merger Shares is otherwise permitted by this Section 2, (b) at
all times the Restricted Shareholder shall retain voting and dispositive power
over the Merger Shares that are subject thereto, and (c) such arrangement is
described in a notice given to the Company not later than five (5) Business Days
prior to the effective date thereof, stating the terms of such arrangement and
the identity of any counterparty thereto.
2.7 Change of Control Exception. Notwithstanding anything to the
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contrary contained herein, the restrictions set forth in Sections 2.1 and 2.2
shall terminate immediately prior to any Change of Control.
3. Standstill
Each Shareholder agrees that until the fifth (5th) anniversary of the
date of this Agreement (the "Standstill Period"), neither it nor any of its
Affiliates will, without the prior written consent of the Board of Directors of
the Company: (a) acquire, offer or propose to acquire, or agree to seek to
acquire, directly or indirectly, by purchase or otherwise, any securities or
direct or indirect rights or options to acquire any securities of the Company or
any subsidiary thereof, or of any successor to or person in control of the
Company, or any assets of the Company or any subsidiary or division thereof or
of any such successor or controlling person; (b) enter into or agree, offer,
propose or seek to enter into, or otherwise be involved in or part of, directly
or indirectly, (i) any business combination relating to all or part of the
Company or any of its subsidiaries or any acquisition transaction for all or
part of the assets of the Company or any of its subsidiaries or any of their
respective businesses, or (ii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or
any of its subsidiaries; (c) make, or in any way become a "participant" in,
directly or indirectly, any "solicitation" of "proxies" (as such terms are
defined in Regulation 14A promulgated by the SEC) to vote, or seek to advise or
influence any Person with respect to the voting of, any voting securities of the
Company; (d) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting
securities of the Company or any of its subsidiaries; (e) seek or propose, alone
or in concert with others, to influence or control, directly or indirectly, the
Company's management or policies; (f) directly or indirectly enter into any
discussions, negotiations, arrangements or understandings or agreements with any
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other Person with respect to any of the foregoing activities or propose any of
such activities to any other Person; (g) advise, assist, encourage, act as a
financing source for or otherwise invest in any other Person in connection with
any of the foregoing activities; or (h) disclose any intention, plan,
arrangement or agreement inconsistent with any of the foregoing. During the
Standstill Period, each Shareholder also agrees not to request that the Company
or any of its directors, officers, employees or other representatives, directly
or indirectly, amend or waive any provision of this Section 3 (including this
sentence). The provisions of this Section 3 shall not prohibit (i) the
acquisition of securities of the Company by Mt. Everest Fund, L.P. or its
successors or affiliates (being affiliates of the Summit Shareholders), so long
as none of the Summit Shareholders directly or indirectly controls the voting or
disposition of such securities, (ii) the exercise of options to acquire
securities of the Company where the grant of such options has been approved by
the Board of Directors of the Company (or any Committee thereof) or (iii) the
acquisition of any additional securities of the Company as contemplated by the
Merger Agreement.
4. LEGENDS
In addition to any legends required pursuant to the Merger Agreement,
each certificate representing Merger Shares shall have stamped, printed or typed
thereon the following legend:
THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR
ENCUMBRANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE, OR
THE OFFER OF OR GRANT OF ANY OPTION FOR OR PARTICIPATION IN,
OR ISSUANCE OF ANY DERIVATIVE SECURITY BASED ON, OR ANY PUT,
CALL OR SIMILAR ARRANGEMENT WITH RESPECT TO, ANY OF THE
FOREGOING IS SUBJECT TO THE RESTRICTIONS CONTAINED IN, AND MAY
BE MADE ONLY IN ACCORDANCE WITH, THAT CERTAIN STOCK
RESTRICTION AGREEMENT DATED AS OF NOVEMBER 9, 2001, BY AND
AMONG THOR INDUSTRIES, INC., A DELAWARE CORPORATION, THE
HOLDER HEREOF, AND CERTAIN OTHER PERSONS, A SIGNED COUNTERPART
OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION.
5. REMEDIES
In case any one or more of the covenants and/or agreements set forth in
this Agreement shall have been breached by any Party hereto, the Party or
Parties entitled to the benefit of such covenants or agreements may, except as
may otherwise be expressly provided in this Agreement, proceed to protect and
enforce their rights either by suit in equity and/or by action at law,
including, but not limited to, an action for damages as a result of any such
breach and/or an action for specific performance of any such covenant or
agreement contained in this Agreement. The rights, powers and remedies of the
Parties under this Agreement are cumulative and not exclusive of any other
right, power or remedy which such Parties may have under any other agreement or
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law. No single or partial assertion or exercise of any right, power or remedy of
a Party shall preclude any other or further assertion or exercise thereof.
6. NOTICES
Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given upon personal delivery to the
Party to be notified, on the next Business Day after delivery to a nationally
recognized overnight courier service, when sent by confirmed facsimile if sent
during normal business hours of the recipient, or if not, then on the next
Business Day, or five (5) days after deposit with the United States Post Office,
by registered or certified mail, postage prepaid, and addressed to the Party to
be notified at the address or facsimile number indicated below for such party,
or at such other address as such Party may designate upon written notice to the
other Parties (except that notice of change of address shall be deemed given
upon receipt). Telephone numbers and e-mail addresses are provided herein for
convenience only, and communications by such means shall not constitute
effective notice hereunder.
(a) In the case of the Company:
Thor Industries, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx Xxxxxx, Xxxx 00000
Attn: President
Facsimile: 000-000-0000
Telephone: 000-000-0000
With a copy to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
Xxxxxx X. Xxxxxxxxx
Facsimile: 000-000-0000
Telephone: 000-000-0000
Email: xxxxxxx@xxxxxxxx.xxx
xxxxxxxxxx@xxxxxxxx.xxx
(b) In the case of the Shareholders, at the addresses set forth on
the signature pages attached hereto.
7. MISCELLANEOUS
7.1. Entire Agreement. This Agreement, together with the
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Merger Agreement, constitutes the entire agreement between the Parties with
respect to the subject matter hereof, and supersedes all prior agreements and
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understandings, written or oral, between the Parties with respect to the subject
matter hereof.
7.2. Amendments and Waivers. Any term of this Agreement may
----------------------
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only by an instrument in writing and signed the Party against
whom such amendment or waiver is sought to be enforced. The waiver by any Party
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any Party, to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of such right, power or
remedy by any Party, preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.
7.3. Successors and Assigns. Subject to the transfer
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restrictions and conditions set forth herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the Parties.
7.4. Governing Law. This Agreement, including the validity
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hereof and the rights and obligations of the Parties hereunder, and all
amendments and supplements hereof and all waivers and consents hereunder, shall
be construed in accordance with and governed by the domestic substantive laws of
the State of New York without giving effect to any choice of law or conflicts of
law provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.
7.5. Severability. If any provisions of this Agreement as
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applied to any Party or to any circumstance shall be adjudged by a court to be
invalid or unenforceable, the same shall in no way affect any other provision of
this Agreement, the application of such provision in any other circumstances or
the validity or enforceability of this Agreement.
7.6. Captions. The headings and captions used in this
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Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.7. Counterparts. This Agreement may be executed in
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.8. Several Obligations. The obligations of the
----------------------
Shareholders herein are several and not joint. No Shareholder shall be
responsible for the performance or failure on the part of any other Shareholder
to perform his, her or its obligations hereunder.
7.9. Interpretation. This Agreement shall be construed
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reasonably to carry out its intent without presumption against or in favor of
any Party.
7.10. Consent to Jurisdiction and Service of Process. Each
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Shareholder, for itself, its personal representatives, legatees, heirs and
assigns, hereby consents to the personal jurisdiction of the courts of the
County and State of New York and of the United States District Court for the
Southern District of New York, each as may have competent jurisdiction, with
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respect to any dispute or controversy arising under or in connection with this
Agreement and agrees that process issued out of any such court or in accordance
with the rules of practice of such court may be served by mail or other form of
substituted service to such Shareholder at the address provided herein, and that
any actions therein may be consolidated in a single action. Each Shareholder
also agrees not to bring any dispute or controversy arising under or in
connection with this Agreement in any other court. Each Shareholder waives any
defense of inconvenient forum to the maintenance of any dispute or controversy
so brought and waives any bond, surety, or other security that may be required
of any other party hereto with respect such dispute or controversy. Nothing
contained herein shall be deemed to prevent the Company from effecting service
of process upon any Shareholder in any other manner permitted by law or from
commencing any action in any other court having competent jurisdiction.
7.11. Certain References. Whenever the context may require,
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any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa. The terms "herein", "hereof" or
"hereunder" or similar terms as used in this Agreement refer to this entire
Agreement and not to the particular provision in which the term is used. Unless
otherwise stated, all references herein to Sections, subsections or other
provisions are references to Sections, subsections or other provisions of this
Agreement.
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IN WITNESS WHEREOF, the Parties hereto have entered into this
Agreement as of the date first written above.
COMPANY: THOR INDUSTRIES, INC.
By: /s/ Xxxx X. X. Xxxxxxxx
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Name: Xxxx X. X. Xxxxxxxx
Title: President
SHAREHOLDERS: SUMMIT INVESTORS III, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: General Partner
SUMMIT VENTURES V, L.P.
By: Summit Partners V, L.P.
Its General Partner
By: Summit Partners, LLC
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Member
SUMMIT V ADVISORS FUND, L.P.
By: Summit Partners, LLC
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Member
SUMMIT V ADVISORS FUND (QP), L.P.
By: Summit Partners, LLC
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Member
SUMMIT V COMPANION FUND, L.P.
By: Summit Partners V, L.P.
Its General Partner
By: Summit Partners, LLC
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Member
Address for the Summit Shareholders:
c/o Summit Partners
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Address: 00000 Xxxx Xxxxx
Xxxxx, XX 00000
/s/ H. Xxxxxxx Xxxxx, III
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H. Xxxxxxx Xxxxx, III
Address: 0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Address: 00000 XX 00
Xxxxxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Address: 00000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxx, Xx.
--------------------------------
Xxxxxx X. Xxxx, Xx.
Address: 00000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
/s/ Xxxxx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxxx
Address: 00000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
/s/ Xxx X. Xxxxx
--------------------------------
Xxx X. Xxxxx
Address: 00000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxxxxx
Address: 00000 X. 000 X.
Xxxxxxx, XX 00000
