[Exhibit 99.1 -- Planned Sales Agreement]
STOCK SELLING PLAN
Premier Development & Investment, Inc. Common Stock, Class A, $0.00002 par value
Perpetual Commencing April 15, 2005
THIS STOCK SELLING PLAN ("Plan") is executed by Xxxxxx X. Xxxxx, an
executive officer, director and stockholder of Premier Development & Investment,
Inc. ("Premier").
WITNESSETH:
WHEREAS, Xxxxx has decided to enter into this Stock Selling Plan ("Plan") of
disposition to sell up to five-hundred thousand (500,000) shares of Premier
Common Stock, Class A, $0.00002 par value ("Common Stock") which shares are
comprised of shares presently owned by Xxxxx;
WHEREAS, Xxxxx has engaged Xxxxxxx Xxxxxx & Co., Inc. ("Broker") to effect sales
of the Common Stock in accordance with this Plan;
WHEREAS, Xxxxx acknowledges that he is not subject to any legal, regulatory or
contractual restriction or undertaking that would prevent Broker from conducting
sales in accordance with this Plan and is entering into this Plan in good faith.
NOW, THEREFORE, Xxxxx agrees to enter into this Plan in accordance with the
following terms and conditions:
1. Sales Plan.
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(a) Xxxxx agrees and agrees to instruct the Broker to sell the Plan Common
Stock as provided below:
(i) For a perpetual period commencing on April 1, 2005, or as soon
thereafter as the Broker can commence the execution of this Plan, Xxxxx shall
instruct Broker to sell one-thousand (1,000) shares every first Wednesday and
third Wednesday of every month. Should the markets be closed due to holiday or
other event interrupting market trading, the sale shall occur on the next day
the markets trade; provided
(ii) No sales shall occur at a price below one-dollar (US$1.00). In the
event the market price for Premier's Common Stock is not at or above one-dollar
(US$1.00) on a planned sales date, Xxxxx shall execute the sale on the next
earliest date Premier's Common Stock's market price is at or above one-dollar
(US$1.00).
(b) All sales of the Plan's Common Stock shall be placed through or
effected by Broker. The timing (within each sales period specified above) and
execution of all sales shall be made at the sole discretion of Broker to
maximize the value to Xxxxx, provided that in all cases the specified number of
the Plan's Common Stock must be sold during each sales period specified above in
section 1(a). Xxxxx shall provide no other instruction or guidance to Broker
with respect to any sales. Broker shall be provided with a copy of this Plan.
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Xxxxx shall obtain from Broker an acknowledgement of the receipt of this Plan
and an agreement that Broker will cease sales under this Plan at such time as
Broker may become in possession of material non-public information regarding
Premier (as that phrase is used in 17 C.F.R.(S)240.10b-5). The number of the
Plan's Common Stock shares sold under this Plan shall be appropriately adjusted
from time to time to reflect any stock split, stock dividend, reorganization,
reclassification, consolidation or similar event with respect to Premier's
Common Stock.
(c) Notwithstanding the sales provisions of this Plan, Xxxxx shall cease
all sales under this Plan and shall instruct the Broker to cease all sales,
promptly upon notice from the Secretary of Premier that the independent
directors of the Premier's Board of Directors have determined that sales under
this Plan must be suspended for the period determined by those directors. In
this regard, Xxxxx acknowledges that it may be necessary or appropriate for
Premier to instruct Xxxxx to suspend sales under this Plan in connection with
certain events, including without limitation public or private offerings of
securities, mergers or acquisitions, tender offers or similar events.
(d) The Broker will conduct all sales in accordance with the requirements
of Rule 144 under the Securities Act of 1933, including, but not limited to, the
completion and filing by Broker of appropriate Form 144s. The Broker shall be
instructed by Xxxxx to provide Premier with any information requested by Premier
in connection with Premier's efforts to determine compliance with the terms of
this Plan by Xxxxx and the Broker. Xxxxx shall be responsible for all filings
required under Section 16 of the Securities and Exchange Act of 1934 (i.e., Form
4 filings). It is the intent of Xxxxx that this Plan comply with the
requirements of Rule 10b5-1(c) under the Exchange Act and that this Plan shall
be interpreted to comply with the requirements of Rule 10b5-1(c).
2. Term. This Plan shall become effective on the date executed by Xxxxx and
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shall terminate on the earliest to occur of: (i) all the Plan's Common Stock
which total five-hundred thousand (500,000) shares of Common Stock have been
sold in accordance with the terms of this Plan, (ii) the death of Xxxxx, or
(iii) termination of the Plan by Xxxxx at any time upon written notice delivered
to Broker with a copy to the Secretary of Premier.
3. Covenants. Xxxxx acknowledges and agrees that he will not exert any
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influence over how, when or whether to effect sales of the Plan's Common Stock
subsequent to the effective date of this Plan and during the time period the
Plan remains in effect.
4. Filing of Plan. Xxxxx agrees to file a copy of this Plan with the Secretary
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of Premier. Xxxxx further acknowledges and agrees that a copy of this Plan may
be filed by Premier with the Securities and Exchange Commission ("SEC") and
disclosed in reports filed by Premier with the SEC.
IN WITNESS WHEREOF, this Plan is executed and effective as of the date set
forth below the Executive's signature below.
Dated: April 15, 2005
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Executive:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Premier Development & Investment, Inc.
Chairman, Treasurer and Secretary
Receipt of this Stock Selling Plan is
acknowledged as of April 15, 2005.
Premier Development & Investment, Inc.
By:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
President and Chief Executive Officer
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