EXHIBIT 10.8
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into as of the 10th day of February,
1997, by and between Xxxxx X. Xxxxxx, Xx. (the "Seller"), and X.X. Xxxxxx
Holdings, Inc., a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, the Seller is the beneficial owner of 1,536,002 shares of
common sock, $.01 par value, of the Company and desires to sell 750,000 shares
of such stock (the "Stock") to the Company pursuant to the terms and conditions
hereinafter set forth; and
WHEREAS, a committee comprised solely of the outside members of the
Company's Board of directors (the "Committee") has determined that it would be
in the best interests of the Company and its stockholders to purchase the Stock
from Seller pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the parties hereto hereby agree as follows:
1. Seller agrees to sell to the Company, and the Company agrees to
purchase from Seller, all of the right, title and interest of Seller in and to
the Stock at the Closing (as defined in Paragraph 3) on the terms and subject to
the conditions set forth in this Agreement.
2. The purchase price for the Stock is $19.40 per share, or an
aggregate price of $14,550,000 (the "Purchase Price"), payable in the manner
provided in Paragraph 3.
3. The closing of the transaction contemplated by this Agreement (the
"Closing") will take place at the offices of the Company at 12:00 noon, C.S.T.,
on February 14, 1997, or at such other place and on such other date as is
mutually agreeable to the Company and Seller. The parties agree to consummate
the following transactions at Closing.
(a) Seller will assign and transfer to the Company good and
marketable title in and to the Stock, free and clear of all liens,
security interests, charges, pledges, mortgages or other encumbrances,
by delivering to the Company a stock certificate or certificates
representing the Stock, duly endorsed for transfer or accompanied by
duly executed stock powers endorsed in blank with requisite stock
transfer tax stamps, if any, attached; and
(b) the Company shall deliver to Seller the Purchase Price by
wire transfer of immediately available funds to the account designated
by Seller to the Company prior to the Closing;
4. Seller represents and warrants to the Company that (a) Seller is the
sole owner of the Stock, (b) Seller has good and marketable title in and to the
Stock, (c) the Stock is free and clear of all liens, security interests,
charges, pledges, mortgages or other encumbrances, (d) there is no legal action,
suit or governmental proceeding or investigation pending or, ot Seller's
knowledge, threatened against Seller which in any way adversely affects or
prevents the sale and delivery of the Stock to the Company or the performance by
Seller of the transactions contemplated hereby, and (e) the execution, delivery
and performance of this Agreement by Seller will not result in a breach or
violation of or constitute a default by Seller under any agreement, instrument
or order to which Seller is a party or by which Seller or the Stock is bound.
5. In consideration of the purchase of the Stock by the Company, Seller
agrees that, for a period of two years from the date of this Agreement, he will
not sell, assign, transfer or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with resect to the sale,
assignment, transfer or other disposition, directly or indirectly, of any of the
shares of the Company's common stock beneficially owned by Seller as of the date
of this Agreement, other than pursuant to this Agreement or except with the
prior consent of the Committee or such other committee comprised solely of the
outside members of the Company's Board of Directors appointed by the Board of
Directors to act as successor to the Committee in connection with any such
consent.
6. The Company makes no representation or warranty to Seller regarding
the tax consequences of any payment made to Seller pursuant to this Agreement.
Seller will be solely responsible for the payment of any and all taxes of
whatever kind that may be due from or payable by Seller in connection with any
payment made to Seller pursuant to this Agreement.
7. It is the intention of the parties that the laws of Delaware shall
govern the validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.
8. This Agreement may be executed concurrently in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9. This Agreement shall be binding upon the parties hereto and their
respective successors, representatives and assigns. This Agreement may not be
assigned without the prior written consent of both parties, and may be amended
or modified only in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SELLER
/S/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
X. X. XXXXXX HOLDINGS, INC.
BY /S/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
On behalf of the Committee
