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EXHIBIT 10.6
STOCKHOLDER AGREEMENT
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This Stockholder Agreement (the "Agreement") is dated June 20, 2000 by
and between Xxxxxxx Xxxxxx (the "Stockholder"), Xxxxx.xxx, Inc., a Nevada
corporation ("Mucho") and TEAM America Corporation, an Ohio corporation ("TEAM")
(individually, a "Party," and collectively, the "Parties").
WHEREAS, Mucho and TEAM have entered into that certain Agreement and
Plan of Merger dated as of June 16, 2000 (the "Merger Agreement"), pursuant to
which Mucho would merge with and into TEAM (the "Merger"), and TEAM would be the
surviving corporation and would be renamed Xxxxx.xxx, Inc. (the "Surviving
Corporation"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Merger Agreement.
WHEREAS, the Stockholder owns, beneficially or otherwise, a total of
576,863 shares of TEAM common stock ("TEAM Stock"), including 100,000 shares
owned beneficially in TEAM Partners, L.P.
WHEREAS, the Parties believe that the Merger is in the best interests
of the Parties.
WHEREAS, the Parties believe that this Agreement is important to the
success of the Surviving Corporation and will help ensure a stable and orderly
trading market for its common stock after the Merger is consummated.
NOW, THEREFORE, in consideration of the foregoing and as an inducement
to Mucho and TEAM to enter into the transactions contemplated by the Merger
Agreement:
1. The Stockholder agrees not to sell, assign, transfer, pledge, or
otherwise dispose of, directly or indirectly, any TEAM Stock prior to
the Effective Time of the Merger, except, subject to TEAM's right of
first refusal, Stockholder may sell up to 25,000 shares.
2. Stockholder agrees to vote the TEAM Stock for the Merger. If the Merger
is approved by the requisite vote of TEAM's stockholders, the
Stockholder may tender not more than 100,000 shares at the price of
$6.75 per share of TEAM Stock for cash pursuant to the TEAM cash tender
offer contemplated in connection with the Merger, and TEAM agrees it
will pay $675,000 for such shares upon the Closing of the Merger.
3. Except as provided in paragraph 1 hereof, the Stockholder agrees not to
sell, assign, transfer, pledge or otherwise dispose of, directly or
indirectly, any shares of Surviving Corporation common stock owned
beneficially or otherwise by the Stockholder, including shares issued
to or acquired by the Stockholder after the Effective Time, for a
period of one year from the Effective Time (the "Lock-Up Period"),
except as provided herein; provided Stockholder shall be entitled to
transfer the shares to a revocable family trust, in form reasonably
satisfactory to TEAM, of which Stockholder and his spouse are the sole
Trustees provided said Trustees sign an agreement to abide by the terms
and conditions of this Agreement. The parties acknowledge that 333,000
TEAM Shares have previously been pledged by Stockholder to National
City Bank.
4. Commencing 90 days following the Closing, and at the end of each
succeeding 90 day period for the 2 year period following the Closing,
the Stockholder shall have the right to cause the Surviving
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Corporation to purchase not more than 25,000 shares (i.e., up to
200,000 shares total) of the Stockholder's Surviving Corporation common
stock for a price per share of $6.75, payable 10 business days
following the tender, which payments shall be guaranteed by the
Surviving Corporation.
5. During the Lock-Up Period, the Surviving Corporation shall have the
right to cause the Stockholder to sell not more than 176,863 shares of
the Stockholder's Surviving Corporation common stock to the Surviving
Corporation at a price per share of $6.75.
6. Stockholder agrees that after the Effective Time, the Surviving
Corporation may instruct its transfer agent not to transfer
Stockholder's Surviving Corporation common stock subject to this
Agreement and may instruct its transfer agent to place stop-transfer
instructions on Stockholder's Surviving Corporation common stock for
the Lock-Up period, subject to the terms of this Agreement
7. This Agreement shall be binding upon and shall inure to the benefit of
(i) Mucho, its successors and assigns, (ii) TEAM, its successors and
assigns, and (iii) the Stockholder and his or her administrators,
executors, personal representatives, successors and assigns.
8. Mucho and TEAM will incur irreparable harm if any transfer of Surviving
Corporation common stock is made by the Stockholder before the
anniversary of the Effective Time (except as provided herein) and that
there is no adequate remedy at law. Therefore, Mucho and TEAM shall be
entitled to equitable remedies, including, but not limited to,
injunctive relief, as well as money damages, in the event of any breach
or threatened breach of the transfer restrictions contained in this
Stockholder Agreement.
9. Except for the obligations expressly stated herein and for the
obligations of TEAM to Stockholder under a Promissory Note and other
documents executed in the "Xxxxxxx Xxxxxx Buy Out" transaction and any
deferred compensation obligation from TEAM to Schilg, TEAM and Mucho,
on the one hand, and Stockholder, on the other hand, hereby release and
discharge each other from all obligations, liabilities, debts, causes,
costs, damages or claims of any nature whatsoever ("Claims") arising
from any matter or thing whatsoever at any time prior to the date
hereof, including, without limitation, Claims arising from or relating
to the Merger. The release of TEAM and Mucho provided for herein also
releases their officers, directors, and representatives.
10. This Agreement shall be governed by and construed in accordance with
the laws of Ohio.
11. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and
the same document.
12. This Agreement shall not be amended or modified, or any right hereunder
waived or any obligation excused, except by written agreement signed by
the Parties.
13. This Agreement shall terminate upon the termination of the Merger
Agreement pursuant to its terms.
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[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first written above.
/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
XXXXX.XXX, INC.
By: /s/ S. Cash Xxxxxxxxx
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S. Cash Xxxxxxxxx, President
TEAM AMERICA CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
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