STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT (hereinafter referred to as
"Agreement") is entered into this 1st day of July, 1996 by and between XXXXX
XXXX (hereinafter referred to as "Shareholder"), and DCT COMPONENT SYSTEMS,
INC., a Michigan corporation (hereinafter referred to as the "Corporation"), who
agree to the following:
Section 1. Stock Purchase. The Corporation may purchase all of the
Shareholder's stock at any time by giving written notice to the Shareholder.
Upon the Shareholder's: (i) death, or (ii) termination for any reason as an
employee of the Corporation ("Termination"), the Corporation shall promptly
purchase all of the shares of its stock held by the Shareholder.
Section 2. Purchase Price. (a) The purchase price shall be net book
value per share at the end of the month preceding the date of Termination or
receipt of written notice by the Shareholder of the Corporation's intent to
purchase, as applicable, minus the net book value per share as of January 1,
1997. The accountant regularly retained by the Corporation shall determine the
net book value per share by applying the accounting principles consistently
followed in preparing the financial statements of the Corporation. This
determination of net book value per share shall be final and binding on all
persons.
(b) In measuring net book value of the Corporation to
determine the net book value per share, the net book value of the Corporation as
of January 1, 1997 and at the end of the month preceding date of the Termination
or receipt of written notice by the Shareholder of the Corporation's intent to
purchase, as applicable, shall be increased by the sum of any related party
debt, including but not limited to debt owing to the Corporation's shareholders
and/or DCT Companies, Inc. (including affiliates and subsidiaries), by the
Corporation and recorded on the books of the Corporation on the respective dates
used for purposes of determining the net book value of the Corporation and the
resulting net book value per share.
Section 3. Payment. The Corporation may pay the purchase price in one
lump sum or in five (5) equal annual installments. The lump sum or the first
installment shall be paid at the time of the delivery of the endorsed stock
certificates to the Corporation. Any remaining installments shall be evidenced
by an unsecured promissory note bearing interest at a fixed annual rate equal to
eight percent (8%). The note shall permit prepayment at any time without penalty
and shall provide for immediate payment of the balance due on default in payment
of principal and/or interest.
Section 4. Stock Transfer Restriction. (a) The Shareholder may not
transfer any shares of the Corporation's stock without the
prior written consent of the Corporation. This applies to any disposition or
encumbrance, whether voluntary, involuntary or by operation by law. Any transfer
in violation of this Agreement is void and will not be reflected on the
Corporation's books. Shares transferred with the consent of the Corporation
shall be held by the transferee subject to the provisions of this Agreement or
such other Agreement as the Corporation deems appropriate.
(b) Notwithstanding Section 4(a), the Shareholder may transfer
all or part of his shares of stock of the Corporation to a revocable trust of
which the Shareholder is the grantor for the benefit of the Shareholder or his
immediate family. The trustee of the revocable trust shall receive and hold such
shares of the stock subject to the terms of this Agreement and the obligations
hereunder of the Shareholder. Shares of the stock transferred pursuant to this
Section 4(b) shall be treated for purposes of this Agreement as if they were
still owned by the Shareholder.
Section 5. Termination. Paragraphs 1, 2 and 3 of this Agreement shall
terminate three (3) years from the date hereof or upon the mutual written
consent of the Shareholder and the Corporation.
Section 6. Other. This Agreement shall apply to all stock of the
Corporation now owned and/or later acquired by the Shareholder; may be signed in
counterpart; contains the entire agreement between the parties relating to its
subject matter; cannot be modified except in writing and signed by the
Corporation and the Shareholder; shall be binding on the parties and their legal
representatives, heirs, successors and assigns; can be specifically enforced;
and shall be governed by Michigan law. Each stock certificate shall bear a
legend acceptable to the Corporation which refers to this Agreement.
"CORPORATION"
DCT COMPONENT SYSTEMS, INC.,
a Michigan corporation
/s/ Xxxxxx X. Xxxxxxxxxxx
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By: Xxxxxx X. Xxxxxxxxxxx
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Its: Chairman
"SHAREHOLDER"
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
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