1
EXHIBIT 10.5
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement") dated as of July 1, 1989, is
between Unicco Service Company, a Massachusetts business trust ("Unicco") and
Xxxx X. Xxxxxx (the "Purchaser").
Unicco hereby offers to the Purchaser, and the Purchaser hereby
subscribes for, 27 shares of Non Voting Beneficial Interest (the "Shares") of
Unicco under the terms and conditions set forth herein.
Therefore, the parties agree as follows:
1. PURCHASE AND SALE. Upon the execution of this Agreement, Unicco shall
issue and deliver to the Purchaser a certificate representing 27 Shares in
consideration of the Purchaser's payment of $70,983.00 therefor, payable ten
(10%) percent by certified or bank check and the remainder by issuance and
delivery to Unicco of a Promissory Note in the form of Exhibit A hereto, with
interest at the minimum rate which must be stated to avoid imputed interest for
Federal income tax purposes.
2. REPURCHASE OF SHARES If at any time the Purchaser's employment with
Unicco is terminated for any reason (including, without limitation, voluntary
termination, involuntary termination by Unicco with or without cause, or death
or disability), the Purchaser shall be required to sell, and Unicco shall be
required to purchase, for the purchase price described below, all of the Shares
sold to the Purchaser hereunder. The purchase price of the Shares shall be the
book value of such shares, determined by Unicco's independent public accountants
as of the last day of the month next preceding the month in which the
termination of Purchaser's employment with Unicco shall have occurred.
The closing of any purchase and sale of Shares required under the
provisions of this Section 2 shall be held within a reasonable time, not to
exceed sixty (60) days, after the termination of the Purchaser's employment with
Unicco. At the closing, Unicco shall make payment for the Shares being purchased
by delivering the full amount of the total purchase price in cash or by
certified or bank check, and the Purchaser (or his legal representative, in the
event of the Purchaser's death) shall deliver to Unicco the certificates for the
Shares being sold, free and clear of all liens and encumbrances, together with
duly executed stock powers. At the closing, the Purchaser shall repay Unicco, in
cash or by certified or bank check, the full principal amount (and all accrued
and unpaid interest thereon) of all loans and advances made by Unicco to the
Purchaser.
Notwithstanding the foregoing provisions, if (a) Unicco terminates the
Purchaser's employment without cause and (b) Unicco or Xxxxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx (the "Existing
Stockholders") enter into an agreement within one year after the effective date
of the Purchaser's termination of employment in which (i) Unicco agrees to sell
all or substantially all of its assets not in the ordinary course of its
business or (ii) the Existing Stockholders agree to sell more than 50% of their
shares of beneficial interest in Unicco (to persons or entities other than
Permitted Transferees, as defined below), the Purchaser shall be entitled to
receive a percentage of the consideration received by Unicco from the sale of
its assets
2
after satisfaction of all corporate liabilities or received by the Existing
Stockholders for the sale of their shares, as the case may be, equivalent to the
percentage of the beneficial interest of Unicco previously owned by the
Purchaser on the effective date of such termination as reduced by all previous
payments made to the Purchaser pursuant to this Section.
-2-
3
"Permitted Transferees" as used herein means (i) other Existing
Stockholders, (ii) the spouses, parents, sisters, brothers, ancestors and lineal
descendants ("Family Members") of Existing Stockholders, (iii) any corporation,
partnership, trust or other entity in which the Existing Stockholders or Family
Members own more than fifty percent (50%) of the outstanding capital stock,
partnership interest or other beneficial interest or (iv) any estate of a
deceased Existing Stockholder or Family Member.
3. RESTRICTIONS ON TRANSFER. The Purchaser agrees that, during the term
of his employment with Unicco, he will not, except pursuant to the Pledge and
Escrow Agreement of even date herewith among the Purchaser, Unicco and Xxxx X.
Xxxxxxxxx, P.C., as Escrow Agent, sell, assign, give, transfer, pledge,
hypothecate, mortgage or otherwise encumber or dispose or dispose of all or any
of the Shares (or any interest therein) transferred to him pursuant hereto.
Unicco may at any time waive any restriction imposed by this Section 3 with
respect to all or any portion of such shares.
4. TERMINATION OF RESTRICTIONS UPON PUBLIC OFFERING. The restrictions on
transfer set forth in Section 3 hereof, and the obligations imposed by Section 2
hereof, shall terminate upon an offering and distribution (if ever) to the
public of shares of Unicco's voting shares of beneficial interest pursuant to a
registration statement filed under the Securities Act of 1933, as amended (the
"Securities Act"), or a successor statute.
5. INVESTMENT REPRESENTATION. The Purchaser represents that his
acquisition of the Shares is for his own account for investment and not with a
view to the resale or distribution thereof, and that no subsequent sale or offer
for sale of the Shares shall be made unless (i) the Shares are registered under
the Securities Act and applicable state securities laws or (ii), in the opinion
of Unicco's counsel, an exemption from such registration is available.
6. EMPLOYMENT RIGHTS. The Purchaser's ownership of the Shares shall not
confer upon him any right with respect to his employment by Unicco or any parent
or subsidiary corporation of Unicco nor shall such ownership interfere in any
way with the right of any of such corporations to terminate the employment of
the Purchaser.
7. LEGEND ON CERTIFICATES. Unicco shall place a legend on each
certificate representing the Shares transferred to the Purchaser hereunder
reflecting the restrictions on transfer and Unicco's repurchase obligations set
forth herein.
8. NOTICES. Any communication or notice required or permitted to be
given under this Agreement shall be in writing and mailed by registered or
certified mail or delivered in hand, if to Unicco and the Existing Stockholders,
to Unicco's Treasurer at 00 Xxxxxxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxxxxx, 00000
or such other address as Unicco may specify in writing to the Purchaser, and if
to the Purchaser, to such address as the Purchaser shall last have furnished to
Unicco.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the respective
parties hereto.
-3-
4
Executed as a sealed instrument as of July 1, 1989.
UNICCO SERVICE COMPANY
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------------
/s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx
-4-
