Exhibit 10.3
SHARE DISPOSITION AGREEMENT
between
MARVEL ENTERPRISES, INC.
and
XXXXX XXXXXXXXXX
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JULY 9, 2004
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SHARE DISPOSITION AGREEMENT
SHARE DISPOSITION AGREEMENT (the "Agreement"), dated as of
July 9, 2004, by and between Marvel Enterprises, Inc., a Delaware corporation
(the "Company"), and Xxxxx Xxxxxxxxxx (the "Shareholder").
RECITALS
WHEREAS, the Shareholder owns beneficially shares of the
Company's common stock, par value $0.01 per share ("Common Stock") and options
to purchase shares of Common Stock;
WHEREAS, the Board of Directors of the Company has authorized
a stock repurchase program pursuant to which the Company may purchase up to $100
million of the Common Stock from time to time in the open market or through
privately negotiated transactions over the next eighteen months;
WHEREAS, the Company's stock repurchase program shall remain
in effect until the earlier of: (i) the Board of Directors canceling the
program; (ii) the Company completing the purchase of $100 million of the Common
Stock; or (iii) the passage of eighteen months from the date hereof (the "Stock
Repurchase Period"); and
WHEREAS, the Company and the Shareholder are entering into
this Agreement to provide for certain rights and obligations in connection with
the shares and options owned by the Shareholder, upon the terms and subject to
the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual premises and
covenants contained herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
ARTICLE I.
Section 1.01 RESTRAINT ON ALIENATION. The Shareholder agrees
that, during the period beginning from the date hereof and continuing to the
earlier of (a) the end of the Stock Repurchase Period, (b) the date the
Shareholder is neither an employee nor a director of the Company, or (c) a
"Change of Control", the Shareholder will not offer, sell, contract to sell,
grant any option to purchase, make any short sale or otherwise dispose of any
shares of Common Stock, or any options or warrants to purchase any shares of
Common Stock, or any securities convertible into, exchangeable for or that
represent the right to receive shares of Common Stock, whether now owned or
hereinafter acquired, owned directly by the Shareholder (including holding as a
custodian) or with respect to which the Shareholder has beneficial ownership
within the rules and regulations of the SEC (collectively. the "Shareholder's
Stock"). For purpose of this Agreement, a Change of Control shall mean a
transaction whereby (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), is or becomes the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities entitled to
vote in the election of directors of the Company, (ii) the Company is a party to
any merger, consolidation or similar transaction as a result of which the
shareholders of the Company immediately prior to such transaction beneficially
own securities of the surviving entity representing less than fifty percent
(50%) of the combined voting power of the surviving entity's outstanding
securities entitled to vote in the election of directors of the surviving entity
or (iii) all or substantially all of the assets of the Company are acquired by a
third party.
Section 1.02 RESTRICTIONS ON HEDGING OR OTHER TRANSACTIONS.
The foregoing restriction is expressly agreed to preclude the Shareholder from
engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Shareholder's Stock even if such Shares would be disposed of by someone
other than the Shareholder. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the Shareholder's Stock or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shareholder's
Stock.
Section 1.03 ALLOWABLE TRANSFERS. Notwithstanding the
foregoing, the Shareholder may transfer the Shareholder's Stock (i) as a bona
fide gift or gifts, provided that the donee or donees thereof receiving in
excess of 1,000 shares of the Shareholder's Stock agree to be bound in writing
by the restrictions set forth herein, (ii) to any trust, limited partnership or
similar vehicle for the direct or indirect benefit of the Shareholder or the
immediate family of the Shareholder or to any corporation which is wholly-owned
by such a trust, limited partnership or similar vehicle, provided that the
trustee of the trust, the general partner of the limited partnership or the
person holding the similar position in another vehicle agrees to be bound in
writing by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, or (iii) among any entities
described in clause (ii) provided that any such transfer shall not involve a
disposition for value. For purposes of this Agreement, any transfer by the
Shareholder of the Shareholder's Stock pursuant to clause (ii) above in
consideration for an ownership interest in such limited partnership, trust or
similar vehicle shall be deemed to not involve a disposition for value. In
addition, for purposes of this Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
ARTICLE II.
Section 2.01 DISPOSITION OF COMMON STOCK. Nothing contained
herein shall in any way supersede, replace, diminish, or nullify any other
restrictions or obligations promulgated by the Securities Act of 1933, as
amended, or otherwise binding on the Shareholder with respect to disposition of
the Common Stock.
Section 2.02 ENTIRE AGREEMENT. This Agreement represents the
entire agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes any and all prior oral and written
agreements, arrangements and understandings among the parties hereto with
respect to such subject matter, and can be amended, supplemented
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or changed, and any provision hereof can be waived, only by a written instrument
making specific reference to this Agreement signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
Section 2.03 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon the parties hereto and their respective successors and assigns,
including any person to whom the Shareholder may assign Shareholder's rights and
obligations and shall inure to the benefit of the parties hereto and, their
respective successors and assigns.
Section 2.04 PARAGRAPH HEADINGS. The paragraph headings
contained in this Agreement are for general reference purposes only and shall
not affect in any manner the meaning or interpretation of the terms or other
provisions of this Agreement.
Section 2.05 APPLICABLE LAW. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of New York
without regard to the conflicts of law principles of such state.
Section 2.06 SEVERABILITY. If at any time subsequent to the
date hereof, any provision of this Agreement shall be held by any court of
competent jurisdiction to be illegal, void or unenforceable, such provision
shall be of no force and effect, but the illegality or unenforceability of such
provision shall have no effect upon and shall not impair the enforceability of
any other provision of this Agreement.
Section 2.07 NO WAIVER. The failure of any party at any time
or times to require performance of any provision hereof shall not affect the
right at a later time to enforce the same. No waiver by any party of any
condition, and no breach of any provision, term, covenant, representation or
warranty contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be construed as a further or
continuing waiver of any such condition or of the breach of any other provision,
term, covenant, representation or warranty of this Agreement.
Section 2.08 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same original instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement, as of the day and year first above written.
COMPANY:
MARVEL ENTERPRISES, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President and General
Counsel
SHAREHOLDER:
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
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