Exhibit 99.2
AGREEMENT
THIS AGREEMENT, dated as of April 25, 2002, is made between Xxxxxx X.
Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxxx Furniture Company, Inc., a Delaware
corporation (the "Company").
WHEREAS, on April 19, 2000, Xxxxxxxxx borrowed $2,584,982.70 from the
Company in connection with an exercise of Company stock options that were held
by Xxxxxxxxx (the "Loan"). As security for the Loan, Xxxxxxxxx pledged to the
Company 330,420 shares of Company stock (the "Pledged Shares"). As of the date
of this Agreement, the Loan remains outstanding, secured by the Pledged Shares.
In consideration of the mutual agreements herein contained, the parties
to this Agreement agree as follows:
1. The Company hereby agrees to release its security interest on
100,000 of the Pledged Shares (the "Released Shares") subject to
the terms of this Agreement. The date on which the Company
releases its security interest on the Released Shares will be
known as the "Release Date" and, unless otherwise agreed by the
parties, the Release Date shall be the date of this Agreement.
2. At any time within 120 days following the Release Date, Xxxxxxxxx
may sell any or all of the Released Shares.
3. If Xxxxxxxxx sells all of the Released Shares pursuant to
paragraph 2, Xxxxxxxxx agrees that he will repay the entire amount
of the Loan then outstanding (including repayment pursuant to
paragraph 4). At such time as the Loan has been paid in full, the
Company will release its security interest on the remaining
Pledged Shares.
4. Xxxxxxxxx will have the right, within 120 days following the
Release Date, to surrender all or a portion of the Pledged Shares
to the Company in partial or complete payment of the Loan. The
price of the Pledged Shares for purposes of payment on the Loan
will be the lesser of (a) the closing price of the Company's
common stock on Nasdaq on the trading day immediately preceding
the day that Xxxxxxxxx surrenders the Pledged Shares to the
Company (the "Surrender Date") or (b) the average of the closing
prices of the Company's common stock on Nasdaq on the twenty (20)
trading days immediately preceding the Surrender Date.
5. (a) If Xxxxxxxxx sells none of the Released Shares pursuant to
paragraph 2, Xxxxxxxxx agrees that he will re-pledge to the
Company the Released Shares as security for the Loan, effective as
of the end of the 120-day period following the Release Date.
(b) If Xxxxxxxxx sells some, but not all, of the Released Shares
pursuant to paragraph 2, Xxxxxxxxx agrees that he will take such
action as is necessary to ensure that, no later than 150 days
after the Release Date, the Loan is secured by property of
Xxxxxxxxx that is valued at no less than one hundred and
twenty-five percent (125%) of the amount of the Loan that remains
outstanding. In order to comply with this paragraph 5, Xxxxxxxxx
may select among one or more of the following alternatives: (a)
surrender to the Company to be held as Pledged Shares all or part
of the Released Shares that were not sold, (b) make payments to
reduce the outstanding amount of the Loan (including as provided
in paragraph 4), or (c) provide property other than the Released
Shares as security for the Loan, which property must be acceptable
to the Company.
6. Except as specifically provided in this Agreement, the Loan and
all related documents shall continue in full force and effect.
Except for the Loan and all related documents, this Agreement
contains the entire agreement of the parties in this matter and
may be changed only by an agreement in writing signed by both
parties hereto.
7. This Agreement shall be governed by the laws of the Commonwealth
of Virginia.
8. This Agreement shall be binding upon and inure to the benefit of
and shall be enforceable by and against the Company, its
successors and assigns, and Xxxxxxxxx, his heirs, beneficiaries,
and legal representatives.
IN WITNESS WHEREOF, Xxxxxxxxx and the Company have executed this
Agreement as of the day and year above written.
Xxxxxxx Furniture Company, Inc.
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
By: /s/Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
