EXHIBIT 10.29
AGREEMENT
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Made by and between Electric Fuel (E.F.L.) Limited, having a place of
business at 0 Xxxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx, Xxxxxx (hereinafter
"the Company"), Electric Fuel Corporation, having a place of business at 000
Xxxxx Xxxxxx, Xxx Xxxx, XX (hereinafter "EFC") and Xx. Xxxxxx Xxxx, having a
place of business at Xxxxxxxxxxxx Xxxxxxx 00, 0000 Xxxxx 0, Xxxxxxx (hereinafter
"Xx. Xxxx"), as of December 18, 1996.
WHEREAS The Company and Xx. Xxxx have entered into an agreement in March 1993
(hereinafter "the 1993 Agreement"), while Xx. Xxxx served as the
Chairman of the Supervisory Board of Deutsche Post Postdienst
(hereinafter "Deutsche Post"); and
WHEREAS Xx. Xxxx resigned from his position as Chairman of the Supervisory
Board of Deutsche Post in August 1994 (hereinafter "the Resignation");
and
WHEREAS In 1994 EFC extended a loan of $720,000 to Xx. Xxxx (hereinafter "the
Loan") collateralized by a pledge of 72,300 shares of common stock of
EFC owned by Xx. Xxxx (hereinafter the "Trux Shares in Collateral");
and
WHEREAS The Company and Xx. Xxxx have jointly established a German corporation
registered in the name Erbato GmbH (hereinafter "Erbato"); and
WHEREAS Xx. Xxxx has made certain claims against the Company; and
WHEREAS The parties wish to resolve these claims and any and all open issues,
disputes of claims between Xx. Xxxx, EFC and the Company.
NOW THEREFORE the parties hereto agree as follows:
1. The 1993 Agreement.
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1.1 The 1993 Agreement is the only Agreement governing the relationship between
the parties.
1.2 The 1993 Agreement is hereby canceled.
2. Grant of Option to Xx. Xxxx.
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2.1 The Company hereby issues to Xx. Xxxx a 5-year stock Option to purchase
20,000 shares of common stock of EFC at a fixed price of $6.25 per share.
The aforementioned issuance is contingent upon Xx. Xxxx signing the option
letter attached as Schedule 1.
2.2 EFC shall provide to Xx. Xxxx EFC's quarterly and annual reports, after
they are filed with the Securities and Exchange Commission.
3. Release of the Loan. The Company and EFC do hereby, for themselves, their
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agents, successors and assigns, forever release, remise, acquit and forever
discharge Xx. Xxxx and his heirs, successors, personal representatives and
assigns, of and from all, and all manner of, action and actions, cause and
causes of action, suits, damages, judgments, executions and claims
whatever, in law or equity, which either ever had, has now or which any
heir, successor, personal representative or assign of the Company or EFC
can, shall or may have against Xx. Xxxx with respect to the Loan plus all
interest. The aforementioned release is contingent upon Xx. Xxxx signing
the share transfer deed for the Trux Shares in Collateral, attached as
Schedule 2.
4. The Trux Shares in Collateral.
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4.1 Xx. Xxxx hereby conveys to the Company the Trux Shares in Collateral, and
the Company accepts the transfer to it of the Trux Shares in Collateral.
4.2 Xx. Xxxx represents and warrants to the Company and EFC that he is the sole
record and beneficial owner of, and is transferring to the Company the Trux
Shares in Collateral free and clear of all claims, encumbrances and
restrictions.
4.3 Xx. Xxxx hereby releases all his right, title and interest in the Trux
Shares in Collateral. Xx. Xxxx shall execute all stock powers, assignment
documents, and any other documents necessary to transfer Trux Shares in
Collateral to the Company.
5. Release. In consideration of the issuance of EFC stock options described
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in paragraph 2 above and the extinguishing of the Loan in paragraph 3
above, Xx. Xxxx does hereby, for himself, his agents, successors and
assigns, forever release, remise, acquit and forever discharge the Company
and EFC, their respective stockholders, directors, officers, employees and
affiliates and parents or subsidiaries thereof (together with the
stockholders, officers, directors, employees and affiliates of such
affiliates, parents or subsidiaries) and each of their respective heirs,
successors, personal representatives and assigns, of and from all, and all
manner of, action and actions, cause and causes of action, suits, damages,
judgments, executions and claims whatever, in law or equity, which either
ever had, has now or which any heir, successor, personal representative or
assign of Xx. Xxxx can, shall or may have against the Company or EFC with
respect to the 1993 Agreement and with respect to any other right or
obligation. For the avoidance of doubt, the parties confirm that neither
the Company nor EFC will make a cash payment in consideration of this
Agreement or the release by Xx. Xxxx.
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6. Erbato Shares. In further consideration of DM 1, the Company hereby agrees
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to sell all its Erbato capital shares (constituting its 80% equity
ownership) to Xx. Xxxx, and Xx. Xxxx hereby agrees to purchase all of the
Company's Erbato capital shares (constituting its 80% equity ownership).
The closing of the purchase and sale of the Company's Erbato capital shares
(the "Closing") shall take place one week after Xx. Xxxx submits to the
Company documentation, in a form satisfactory to the Company, that
evidences that Erbato's Charter provides that Erbato has no rights, license
or interest in anything to do with the Company or EFC. At the Closing, the
Company shall cause the transfer to Xx. Xxxx of the Erbato Capital shares,
and Xx. Xxxx shall transfer DM 1 to the Company and shall present the
executed share transfer deed attached as Schedule 3.
7. Miscellaneous.
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7.1 Each of the parties represents and warrants to the others that he or it has
not sold, assigned, conveyed, or otherwise transferred or encumbered prior
to the date of this Agreement any claim or demand which he or it is now
releasing.
7.2 This Agreement is and shall be binding upon the parties, their respective
agents, heirs, successors, assigns, trustees, and any committee or other
arrangement of creditors organized with respect to the affairs of any
party.
7.3 If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws effective while this Agreement
remains in effect, the legality, validity and enforceability of the
remaining provisions shall not be affected thereby, and in lieu of each
such illegal, invalid or unenforceable provision the parties shall
negotiate in good faith to add a provision that is legal, valid, and
enforceable and as similar in terms to such illegal, invalid or
unenforceable provision as may be possible while giving effect to the
benefits and burdens for which the parties have bargained hereunder.
7.4 This Agreement shall be governed by and construed in accordance with the
laws of the State of Israel, without giving effect to the rules respecting
conflict of law. The parties irrevocably submit to the exclusive
jurisdiction of the courts of Israel in respect to any dispute or matter
arising out of or connected with this Agreement.
7.5 This Agreement may and shall be pleaded as a full and complete defense to,
and may be used as a basis for an injunction against, any action, suit, or
other proceeding which may be instituted, prosecuted, or maintained in
breach of this Agreement.
7.6 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
ELECTRIC FUEL (E.F.L.) Limited _____________________________
Xx. Xxxxxx Xxxx
By: ____________________________
Name: __________________________
Title: _________________________
ELECTRIC FUEL CORPORATION
By: ____________________________
Name: __________________________
Title: _________________________
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SCHEDULE 1
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ELECTRIC FUEL CORPORATION
December 18, 1996
Xx. Xxxxxx Xxxx
Xxxxxxxxxxxx Xxxxxxx 00
0000 Xxxxx 1
Germany
Re: Stock Options
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Dear Xx. Xxxx:
1. Electric Fuel Corporation (the "Company") hereby issues to you options (the
"Options") to purchase 20,000 shares of Common Stock of EFC (the "Shares")
for a purchase price of $6.25 per share (the "Exercise Price"), subject to
the provisions contained herein.
2. The Option is exercisable during the period from the date hereof until 5:00
p.m. Eastern Standard Time on December 18, 2001 (the "Option Period"). The
Options and the rights conferred hereby shall terminate at the
aforementioned time on the last day of the Option Period.
3. The Options shall be exercised by presentation and surrender hereof to the
Company at the principal office of the Company, accompanied by (i) a
written notice of exercise and (ii) payment to the Company, for the account
of the Company, of the Exercise Price for the number of shares of Ordinary
Stock specified in such notice. The Exercise Price for the number of
shares of Common Stock specified in the notice shall be payable in
immediately available U.S. dollars. The Options may be exercised on one
occasion at any time during the Option Period.
4. The aggregate number of Shares shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of Ordinary Stock
resulting from a stock split or other subdivision or consolidation of the
Ordinary Stock.
5. Any tax consequences arising from the issuance, sale or other transfer of
the Shares or from any other event or act with respect to the Options or
the Shares, shall be borne solely by Xx. Xxxx.
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6. This Letter Agreement shall be governed by, and interpreted in accordance
with, the laws of the State of New York, without giving effect to the rules
respecting conflict of law.
Kindly indicate your acceptance of the terms and conditions of this Letter
Agreement by executing it at the space provided below.
Sincerely,
Electric Fuel Corporation
The undersigned hereby agrees to
the above terms and conditions:
Xx. Xxxxxx Xxxx
Dated: As of December 18, 1996
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SCHEDULE 2
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SHARE TRANSFER DEED
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The undersigned, Xx. Xxxxxx Xxxx (the "Transferor") hereby transfers to Electric
Fuel (E.F.L.) Limited (the "Transferee"), 72,300 shares of common stock of
Electric Fuel Corporation, par value $.01 per share, (the "Shares"), and the
said Transferee does hereby agree to take the Shares.
TRANSFEROR: TRANSFEREE:
XX. XXXXXX XXXX ELECTRIC FUEL (E.F.L.) LIMITED
_____________________________ BY: ________________________________
NAME: ______________________________
Dated: December 18, 1996
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SCHEDULE 3
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SHARE TRANSFER DEED
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The undersigned, Electric Fuel (E.F.L.) Limited (the "Transferor") hereby
transfers to Xx. Xxxxxx Xxxx (the "Transferee"), ___ shares of stock of Erbato
GmbH (the "Shares"), and the said Transferee does hereby agree to take the
Shares.
TRANSFEROR: TRANSFEREE:
ELECTRIC FUEL (E.F.L.) LIMITED XX. XXXXXX XXXX
______________________________ BY: _____________________________
NAME: ___________________________
Dated: December 18, 1996
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