Exhibit 1
January 7, 2005
Xx. Xxxxxx X. Xxxxxxxxxxx, Xx.
0000 Xxxxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
RE: Agreement for Purchase and Sale of Common Stock.
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Dear Xx. Xxxxxxxxxxx:
This letter summarizes and confirms the terms of your agreement to
sell certain shares of common stock in International Assets Holding Corporation,
a Delaware corporation, having its principal place of business at 000 X. Xxxxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 ("IAHC") to Leucadia
National Corporation, a New York corporation ("Leucadia"). The provisions of
this letter shall be legally binding and enforceable obligations of you and
Leucadia.
You have advised Leucadia that you are a party to and optionee under
the following Incentive Stock Option Agreements with IAHC: Agreements dated
December 22, 2000; December 22, 2001; December 6, 2002; and March 7, 2003
(collectively the "Option Agreements") and that on November 18, 2004, you
resigned your positions as Director, Chief Operating Officer and Executive Vice
President of IAHC. Complete and properly executed copies of the Option
Agreements are attached to this letter. The Option Agreements collectively grant
to you the option to purchase a total of 150,000 shares of IAHC common stock at
varying option exercise prices. You have informed us that you will not exercise
options covering 36,680 shares scheduled to vest in 2005 and 2006 because of the
planned termination of your employment with IAHC in March 2005. Consistent with
the terms and conditions of this letter agreement, you have agreed to exercise
all of the options that are vested or that will vest as of March 7, 2005 and to
simultaneously sell the common stock that will be issued upon the exercise of
such options (an aggregate of 113,320 shares of IAHC) to Leucadia, and Leucadia
has agreed to purchase such shares from you on the terms and conditions set
forth herein in two tranches based on the options vesting schedule. The first
tranche will be comprised of 83,320 shares of IAHC common stock to be issued
upon the exercise of options that are vested as of December 31, 2004 (the
"January 2005 Purchased Shares") and the second tranche will be comprised of
30,000 shares of IAHC common stock to be issued upon the exercise of options
that vest on March 7, 2005 (the "March 2005 Purchased Shares" and together with
the January 2005 Purchased Shares, the "Purchased Shares").
Leucadia will purchase the January 2005 Purchased Shares on or before
January 7, 2005 or such other date as shall be agreed to by us (the date of such
purchase being the "January Closing Date"). Leucadia will purchase the March
2005 Purchased Shares on or before March 31, 2005 or such other date as shall be
agreed to by us (the date of such purchase being the "March Closing Date").
Leucadia will purchase the Purchased Shares from you for a price equal to $7.00
per Purchased Share.
THE JANUARY 2005 PURCHASE
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PRIOR TO THE JANUARY CLOSING. Prior to the January Closing Date, you
will prepare, consistent with the terms of the Option Agreements, the
required notification to IAHC (the "January Exercise Notice")
expressing your intent to exercise all options then vested (an
aggregate of 83,320 shares of IAHC common stock). Your notice, a copy
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January 7, 2005
Page 2 of 6
of which will be delivered to Leucadia, will include an irrevocable
instruction to IAHC to issue the January 2005 Purchased Shares in the
name of Leucadia National Corporation and to deliver such shares to
Leucadia at 00 X. Xxxxxx, Xxxx Xxxx Xxxx, Xxxx, 00000. Simultaneously
with delivery of the January Exercise Notice to IAHC, you will
deliver to Leucadia a letter, in the form attached to this letter
agreement, setting forth the aggregate exercise price for the January
2005 Purchased Shares (the "January Exercise Price") and directing
Leucadia to pay the January Exercise Price to IAHC by delivery of a
certified check payable to IAHC or such other method of payment
acceptable to Leucadia and IAHC.
THE JANUARY CLOSING. On the January Closing Date, Leucadia will
deliver to IAHC a certified check or other acceptable method of
payment in the amount of the January Exercise Price, IAHC will
simultaneously issue the January 2005 Purchased Shares in the name of
Leucadia to Leucadia, and Leucadia will deliver to you a certified
check in an amount equal to the remainder of (i) $7.00 multiplied by
the number of January 2005 Purchased Shares, less (ii) the January
Exercise Price.
THE MARCH 2005 PURCHASE
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PRIOR TO THE MARCH CLOSING. Prior to the March Closing Date you will
prepare, consistent with the terms of the Option Agreements, the
required notification to IAHC (the "March Exercise Notice")
expressing your intent to exercise all options then vested (an
aggregate of 30,000 shares of IAHC common stock). Your notice, a copy
of which will be delivered to Leucadia, will include an irrevocable
instruction to IAHC to issue the March 2005 Purchased Shares in the
name of Leucadia National Corporation and to deliver such shares to
Leucadia at 00 X. Xxxxxx, Xxxx Xxxx Xxxx, Xxxx, 00000. Simultaneously
with delivery of the March Exercise Notice to IAHC, you will deliver
to Leucadia a letter, in the form attached to this letter agreement,
setting forth the aggregate exercise price for the March 2005
Purchased Shares (the "March Exercise Price") and directing Leucadia
to pay the March Exercise Price to IAHC by delivery of a certified
check payable to IAHC or such other method of payment acceptable to
Leucadia and IAHC.
THE MARCH CLOSING. On the March Closing Date, Leucadia will deliver
to IAHC a certified check or other acceptable method of payment in
the amount of the March Exercise Price, IAHC will simultaneously
issue the March 2005 Purchased Shares in the name of Leucadia to
Leucadia, and Leucadia will deliver to you a certified check in an
amount equal to the remainder of (i) $7.00 multiplied by the number
of March 2005 Purchased Shares, less (ii) the March Exercise Price.
You represent and warrant to Leucadia as of the date of this letter
and as of the January Closing Date and the March Closing Date as follows: (i)
you remain employed in good standing with IAHC; (ii) you are not an executive
officer or director of IAHC and you are not performing any of the
responsibilities of an executive officer or director of IAHC; (iii) you have not
pledged, hypothecated or agreed to sell or transfer the Purchased Shares or your
rights under the Option Agreements to any person or entity other than Leucadia;
(iv) you have notified IAHC of your intent to sell and transfer the Purchased
Shares to Leucadia, and IAHC has not objected to such transaction and has
communicated such non-objection to you in writing and you agree to provide
Xx. Xxxxxx X. Xxxxxxxxxxx, Xx.
January 7, 2005
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Leucadia with a copy of such written non-objection; (v) neither the execution
and delivery of this letter agreement, nor the consummation or performance of
the transactions contemplated herein will directly or indirectly contravene,
conflict with, or result in a violation of any provision of the Option
Agreements or any other agreement to which you are a party or by which you are
bound; (vi) neither the execution and delivery of this letter agreement, nor the
consummation or performance of the transactions contemplated herein will
directly or indirectly contravene, conflict with, or result in a violation of
any applicable federal, state or local law, rule or regulation; (vii) the
issuance of the Purchased Shares to you pursuant to your exercise of the Option
Agreements has been registered with the Securities and Exchange Commission (the
"SEC") under the Securities Acts of 1933, as amended (the "Securities Act"),
such registration statements have been declared effective by the SEC and remain
effective at the time of the closing, and prior to the sale of the Purchased
Shares to Leucadia pursuant to this letter agreement, the Purchased Shares will
not constitute "restricted securities" as such term is used in SEC Rule 144;
(viii) other than pursuant to this letter agreement, you will not purchase the
Purchased Shares or any other securities of IAHC (or any person directly or
indirectly controlling or controlled by IAHC or any person under direct or
indirect common control with IAHC (an "Affiliate")) with a view to, or did not
and will not offer or sell the Purchased Shares or any other securities for IAHC
(or an Affiliate) in connection with, the distribution of any of the Purchased
Shares or other securities of IAHC (or an Affiliate), you are not participating
and have not directly or indirectly participated in any such undertaking, and
you are not participating and have not participated in the direct or indirect
underwriting of any such undertaking; (ix) you are not aware of any facts or
circumstances indicating that you are or may be deemed to be an "underwriter"
within the meaning of the Securities Act, with respect to the Purchased Shares
or any other securities of IAHC (or an Affiliate); (x) you have not and are not
currently engaged, either for all or part of your time, directly or indirectly,
as an agent, broker, or principal, in the business of offering, buying, selling,
or otherwise dealing or trading in securities issued by another person or
entity, including IAHC; and (xi) neither you nor any person acting on your
behalf, has offered to sell or sold the Purchased Shares or any other securities
of IAHC by any form of general solicitation or general advertising, including,
but not limited to, any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio and any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising. You also agree that you will
give Leucadia not less than 10 business days prior notice of the termination of
your employment with IAHC.
Leucadia acknowledges that: (i) its purchase of the Purchased Shares
has not been registered under the Securities Act; (ii) the Purchased Shares will
constitute "restricted securities" as such term is used in SEC Rule 144; and
(iii) the Purchased Shares may not be resold by Leucadia except in a transaction
which is either registered under the Securities Act or exempt from the
registration requirements of the Securities Act.
You agree that Leucadia may terminate this letter agreement and its
obligations hereunder, at any time by delivering written notice to you, if any
of your representations or warranties above is inaccurate, or if any of the
Option Agreements is terminated for any reason.
Each party agrees to (a) furnish upon request to the other party such
further information, (b) to execute and deliver to the other party such other
documents, and (c) to do such other acts and things, all as the other party may
Xx. Xxxxxx X. Xxxxxxxxxxx, Xx.
January 7, 2005
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reasonably request for the purpose of carrying out the intent of this letter
agreement and the transactions contemplated herein.
This letter agreement supersedes all prior agreements between the
parties with respect to its subject matter and constitutes a complete and
exclusive statement of the terms of the agreement between the parties with
respect to its subject matter. This letter agreement may not be amended except
by a written agreement executed by the party to be charged with the amendment.
Neither party may assign any of its rights under this letter
agreement without the prior written consent of the other party, except that
Leucadia may assign any of its rights under this letter to any subsidiary of
Leucadia. Subject to the preceding sentence, this letter agreement will apply
to, be binding in all respects upon, and inure to the benefit of the respective
permitted heirs, executors, administrators, personal representatives,
successors, and assigns of the parties. This letter agreement shall be governed
by the laws of the State of New York without regard to conflicts of laws
principles.
This letter agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
Thank you for your attention to this letter. We look forward to
working with you on the transactions outlined above and for a continued
relationship with IAHC. If you are in agreement with the foregoing, please sign
and return one original copy of this letter agreement to me.
Very truly yours,
Leucadia National Corporation
/s/ H.E. Xxxxxxx
H.E. Xxxxxxx
Vice President
AGREED AS OF THE ABOVE DATE:
/s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxxxx, Xx.
