1
EXHIBIT 10.15
SUCCESSION AGREEMENT
THIS SUCCESSION AGREEMENT (this "Agreement") is made as of
__________, 1997, by and between XXXXXX'X FURNITURE, INC., a Delaware
corporation (the "Corporation"), and XXXXXX X. XXXXXX ("Xxxxxx"), XXXX X. XXXXXX
("Xxxx Xxxxxx"), as Trustee of the Trusts named on the signature page hereof
(the "Xxxxxx Trusts"), XX. XXXXXX X. XXXXXX, XX., GENERAL ELECTRIC CAPITAL
CORPORATION ("GECC") and PERMAL CAPITAL MANAGEMENT, INC. ("Permal"), and each of
the other stockholders of the Corporation whose name is set forth on the
signature page(s) hereof (all of such parties other than the Corporation,
collectively, the "Stockholders"), with reference to the following facts:
A. The Stockholders and the Corporation, among others, are
parties to that certain Stockholders Agreement dated August 26, 1996 by and
among the Corporation and certain of its stockholders (the "Stockholders
Agreement"), which sets forth certain rights and obligations of certain
stockholders of the Corporation, including the designation of Xxxxxx X. Xxxxxx
("Xxxxxx") as a director and Chairman of the Board of Directors of the
Corporation (the "Board") for so long as he serves as Chief Executive Officer of
the Corporation and certain rights of first refusal among the parties thereto.
X. Xxxxxx has requested that the other parties hereto agree to
a designated successor that will represent the interests of the Xxxxxx Group on
the Board if Xxxxxx no longer serves as a director of the Corporation and, in
reliance on the agreement thereto by certain of the parties hereto, the persons
composing the Xxxxxx Group entered into the Stockholders Agreement.
C. The Stockholders own a majority of the issued and
outstanding shares of the Common Stock of the Corporation (the "Shares") and
deem it to be in their best interests and in the best interest of the
Corporation to provide for the designation of a successor to Xxxxxx in his
capacity as a member of the Board of the Corporation (but not as Chairman of the
Board).
D. The members of the Xxxxxx Group and GECC have determined
that it is in their best interests to enter into an agreement with respect to
any purchase of any Common Stock offered by members of the Permal Group.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and
the mutual interests of the parties hereto in the success of the Company, and in
reliance hereon, the parties agree as follows:
1. Definitions. Any capitalized term used in this Agreement
without definition shall have the meaning ascribed to that term in the
Stockholders Agreement.
2. Voting. If Xxxxxx ceases to serve as a member of the Board,
each Stockholder shall vote such Stockholder's shares of the Corporation and
shall take all actions
1
2
necessary and within its power to insure that Xxxx Xxxxxx is elected to fill the
vacancy created by Xxxxxx'x absence as soon as practicable after Xxxxxx has
ceased to serve, and to vote such Stockholder's shares and take all actions
necessary to insure that Xxxx Xxxxxx continues to serve as a member of the Board
thereafter. If Xxxx Xxxxxx is unavailable to serve as director or ceases to
serve as director, then each Stockholder shall vote such Stockholder's shares of
the Corporation and shall take all actions necessary to insure that the
individual nominated by Xxxx Xxxxxx'x successor as Trustee of the Xxxxxx Trusts
and having qualifications similar to those of Xxxx Xxxxxx or any other director
of the Corporation serves as director under the same terms that would have
applied to Xxxx Xxxxxx hereunder.
3. No Change in Directors. The parties shall take all
appropriate measures to cause the number of directors of the Corporation to
remain at a level that will permit the continued service of Xxxxxx or a
successor as designated herein as a member of the Board of Directors of the
Corporation.
4. Permal Shares. GECC and each of the members of the Xxxxxx
Group, each in favor of the others, covenants that if any of them (for purposes
of this Section, an "Offeree") has the opportunity to purchase any Common Stock
owned by any member of the Permal Group, whether by offer to the Offeree from a
member of the Permal Group or due to a solicitation by the Offeree, or
otherwise, the Offeree shall promptly notify the parties subject of this Section
of the opportunity and shall allow them the right to participate in such
purchase and acquire Common Stock sold by any member of the Permal Group. The
number of Shares that may be purchased by each of them, respectively, shall be
(i) as between GECC and all of the members of the Xxxxxx Group together, in
proportion with the number of shares of Common Stock owned by GECC or the Xxxxxx
Group, respectively, as a percentage of the aggregate Common Stock then owned by
GECC and all Xxxxxx Group together, and (ii) as among the members of the Xxxxxx
Group, in proportion with the number of shares of Common Stock owned by such
member as a percentage of the Common Stock then owned by all Xxxxxx Group
members electing to purchase Common Stock hereunder. The rights in this Section
are in addition to and subordinate to the provisions of the Stockholders
Agreement, which are not amended or altered hereby. Any failure to exercise the
rights in this Section within 15 days of receipt of notice shall be deemed a
waiver of such rights.
5. Duration. The obligations of the Stockholders under this
Agreement shall continue so long as (a) the Xxxxxx Group owns an aggregate of at
least (i) 1,000,000 shares of the Common Stock.
6. Counterparts. This agreement may be executed in two or more
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
2
3
IN WITNESS WHEREOF, the parties hereto have executed this
Succession Agreement as of the date first above written.
XXXXXX'X FURNITURE, INC.
a Delaware corporation
By:______________________________
Xxxxxx X. Xxxxxx, President
Stockholders:
Dated _____________, 1997 _____________________________________
XXXXXX X. XXXXXX
Dated _____________, 1997 _____________________________________
XX. XXXXXX X. XXXXXX, XX.
Dated _____________, 1997 _____________________________________
XXXX X. XXXXXX, as Trustee of the
following Trusts
XXXXXXX XXXXX XXXXXX TRUST I
XXXXXXX XXXX XXXXXX TRUST I
XXXXXXX XXXX XXXXXX TRUST I
XXXXXXX XXXXXX XXXXXX TRUST I
XXXXXX FAMILY TRUST
GENERAL ELECTRIC CAPITAL CORPORATION
Dated _____________, 1997 By:__________________________________
Name:
Title:
PERMAL CAPITAL MANAGEMENT, INC.
Dated _____________, 1997 By:__________________________________
Xxxxxx X. XxXxxxx, President
PERMAL CAPITAL PARTNERS, LP
By: PERMAL MANAGEMENT CORPORATION
Its: Investment Manager
Dated _____________, 1997 By:__________________________________
Xxxxxx X. XxXxxxx, President
3
4
JAPAN OMNIBUS LIMITED
(formerly known as Xxxxx Investments, Inc.)
Dated _____________, 1997 By:__________________________________
Name:
Title:
Dated _____________, 1997 _____________________________________
XXXX X. XXXXXXXX
Dated _____________, 1997 _____________________________________
XXXXX XXXXXX SOUEDE
Dated _____________, 1997 _____________________________________
XXXXXX X. XXXXXXX
ATCO HOLDINGS, LTD.
Dated _____________, 1997 By:__________________________________
Xxxxx Xxxxxxxxx, Authorized Agent
ATCO DEVELOPMENT, INC.
Dated _____________, 1997 By:__________________________________
Xxxxx Xxxxxxxxx, President/CEO
4
