Exhibit 10.49
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement") is made and entered into as of
the 20th day of November, 2002, by and between NL Industries, Inc., a New Jersey
corporation ("NL"), and the officer of NL listed on the signature page hereto
(the "Seller").
RECITALS
A. Seller holds certain options to purchase the number of shares of common
stock, par value $.125 per share (the "Common Stock"), of NL set forth under the
heading "Number of Options Sold" on Schedule I to this Agreement (each an
"Option" and, collectively, the "Options").
B. Seller also holds certain shares of NL Common Stock set forth under the
heading "Number of Shares Sold" on Schedule I to this Agreement (the "Share"),
which Share were obtained upon exercise of certain stock options.
C. Seller proposed to sell the Options and Shares to NL, and NL proposed to
purchase such Options and Shares, on the terms and subject to the conditions set
forth in this Agreement (the "Transaction").
The parties hereto agree as follows:
ARTICLE I.
THE TRANSACTION
Section 1.1. Purchase and Sale of Shares and Options. Against payment of
the purchase price therefor as specified in Section 1.2, Seller hereby sells,
transfers, assigns, and delivered to NL the number of Shares under the heading
"Number of Shares Sold" on Schedule I hereto and the number of Options set forth
under the heading "Number of Options Sold" on Schedule I hereto.
Section 1.2. Delivery of Shares and Options. In connection with the
purchase and sale of the Shares and Options, Seller hereby agrees and directs
NL, and NL hereby agrees, that no certificates evidencing Shares acquired upon
exercise of options shall be delivered to Seller, and NL shall not be required
to issue any such Shares to Seller. Seller agrees that, promptly after execution
of this Agreement, the Options shall be cancelled.
Section 1.3. Purchase Price and Payment. NL hereby purchases the Sales
from Seller for a purchase price in cash of $18.00 per Share, and hereby
purchases the Options from Seller for a purchase price in cash of $18.00 per
Option, less the applicable exercise price of such Option. Seller agrees that NL
shall be entitled to deduct from the purchase price all withholding amounts NL
is required to pay in connection with any exercise or sale of options by Seller
as set forth on Schedule I.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller represents and warrants to NL as of the date of this Agreement as
follows:
Section 2.1. Authority. Seller is a natural person and has full legal
right, power, and authority, without the consent or approval of any other
person, to execute and deliver this Agreement and to perform his obligations
hereunder.
Section 2.2. Validity. This Agreement has been duly executed and delivered
by Seller and constitutes a lawful, valid, and binding obligation of Seller,
enforceable against Seller in accordance with its terms. The execution and
delivery of this Agreement and the consummation of the Transaction by Seller do
not and will not violate or conflict with any provision of, and do not and will
not result in a default under (a) any material contract, agreement, or other
instrument to which Seller is a party or by which Seller is bound; (b) any
order, writ, injunction, decree, judgment of any court or governmental agency
applicable to Seller; or (c) any law, rule, or regulation applicable to such,
except in each case for such violations, conflicts, or defaults that would not
have a material adverse consequence to the Transaction.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF NL
NL hereby represents and warrants to Seller as of the date of this
Agreement as follows:
Sections 3.1. Authority. NL is a corporation validly existing and in good
standing under the laws of the State of New Jersey. It has full corporate power
and authority, without the consent or approval of any other person, to execute
and deliver this Agreement and to perform its obligations hereunder. All
corporate and other actions required to be taken by or on behalf of NL to
authorize the execution, delivery, and performance of this Agreement have been
duly and properly taken.
Section 3.2. Validity. This Agreement has been duly executed and delivered
by NL and constitutes a lawful, valid, and binding obligation of NL, enforceable
against NL in accordance with its terms. The execution and delivery of this
Agreement and the consummation of the Transaction by NL do not and will not
violate or conflict with any provision of, and do not and will not result in a
default under (a) NL's charter or bylaws; (b) any material contract, agreement
or other instruction to which NL is a party or by which is it bound; (c) any
order, writ, injunction, decree, or judgment of any court or governmental agency
applicable to NL; or (d) any law, rule, or regulation applicable to NL, except
in each case for such violations, conflicts, or defaults that would not have a
material adverse consequence to the Transaction.
ARTICLE IV.
GENERAL PROVISIONS
Section 4.1. Access to Information. Seller has received all information
desired with respect to the business of NL.
Section 4.2. Survival. The representations and warranties set forth in
this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein.
Section 4.3. Amendment and Waiver. No amendment or waiver of any provision
of this Agreement shall be effective unless the same shall be in writing signed
by the party or parties against whom enforcement is sought.
Section 4.4. Parties and Interest. This Agreement shall bind and inure to
the benefit of the parties named herein and their respective heirs, successors,
and assigns.
Section 4.5. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the transactions contemplated
hereby and supersedes all other agreements and understandings among the parties
with respect to the subject matter of this Agreement.
Section 4.6. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Texas, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Texas.
Section 4.7. Severability. If any provision of this Agreement is found to
violate any statute, regulation, rule, order, or decree of any governmental
authority, court, agency, or exchange, such invalidity shall not be deemed to
affect any other provision hereof or the validity of the remainder of this
Agreement and such invalid provision shall be deemed deleted to the minimum
extent necessary to cure such violation.
Section 4.8. Notice. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid, as follows (or to such other address as Seller
or NL shall designate in writing):
If to Seller: c/o NL Industries, Inc.
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
If to NL: NL Industries, Inc.
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Section 4.9. Headings. The sections and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
Section 4.10. Expenses. Except as otherwise expressly provided herein,
each of Seller and NL shall pay its own costs and expenses in connection with
the transactions contemplated hereby.
The parties hereto have caused this Agreement to be duly executed as of November
20, 2002.
SELLER:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
NL INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
SCHEDULE I
Number of Shares Sold: 7,081
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Exercise Price Grant Date of Option
Number of Options Sold: 1,000 $14.25 02/14/96
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10,000 $14.875 02/12/97
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6,000 $14.2813 02/10/99
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8,575 $14.25 02/09/00
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Amount of Withholding: $61,719.00
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