10b5-1 Repurchase Plan
Repurchase Plan, dated February 16, 2006 (this "Repurchase Plan"), between Innospec Inc. (the "Issuer") and J. P. Morgan Securities Inc. ("JPMSI").
WHEREAS, the Issuer desires to establish this Repurchase Plan to repurchase shares of its common stock (the "Stock"); and
WHEREAS, the Issuer desires to engage JPMSI to effect repurchases of shares of Stock in accordance with this Repurchase Plan;
NOW, THEREFORE, the Issuer and JPMSI hereby agree as follows:
1. (a) Subject to the Issuer's continued compliance with Section 2 hereof, JPMSI shall effect a purchase or purchases (each, a "Purchase") of shares of the Stock (the "Total Plan Shares") as set forth on Schedule 1 (attached).
(b) Purchases may be made in the open market or through privately negotiated transactions.JPMSI shall comply with the requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with Purchases ofStock in the open market pursuant to this Repurchase Plan. The Issuer agrees not to take any action that would cause Purchases not to comply with Rule 10b-18 or Rule 10b5-1.
2. The Issuer shall pay to JPMSI a commission of $0.05 cents per share of Stock repurchased pursuant to this Repurchase Plan. In accordance with JPMSI's customary procedures, JPMSI will deposit shares of Stock purchased hereunder intoan account established by JPMSI forthe Issuer against payment toJPMSI of the purchase price therefor andcommissions and other amounts in respect thereof payable pursuant to this Section. The Issuer will be notified of all transactions pursuant to customary trade confirmations.
3. (a) This Repurchase Plan shall become effective February 16, 2006 and shall terminate upon the first to occur of the following:
(1) April 26, 2006;
(2) the purchase of the number of Total Plan Shares pursuant to this Repurchase Plan;
(3) the end of the second business day following the date of receipt by JPMSI of notice of early termination substantially in the form of Appendix A hereto, delivered by telecopy, transmitted to (212) 622-0398, Attention: Lisa Hunt, and confirmed by telephone to James Smith at (212) 622-2922;
(4) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any corporate action by the Issuer to authorize or commence any of the foregoing;
(5) the public announcement of a tender or exchange offer for theStock or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which the Stock would be exchanged for or converted into cash, securities or other property; or
(6) the failure of the Issuer to comply with Section 2 hereof.
(b) Section 13 of this Repurchase Plan shall survive any termination hereof. In addition, the parties' obligations under Section 2 hereof in respect of any shares of Stock purchased prior to any termination hereof shall survive any termination hereof.
4. The Issuer understands that JPMSI may not be able to effect a Purchase due to a market disruption or a legal, regulatory or contractual restriction or internal policy applicable to JPMSI or otherwise. If any Purchase cannot be executed as required by Section 1 due to a market disruption, a legal, regulatory or contractual restriction or internal policy applicable to JPMSI or any other event, JPMSI shall effect such Purchase as promptly as practicable after the cessation or termination of such market disruption, applicable restriction or other event.
5. The Issuer represents and warrants, on the date hereof and on the date of any amendment hereto, that: (a) it is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock), (b) it is entering into or amending, as the case may be, this Repurchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws and (c) its execution of this Repurchase Plan or amendment hereto, as the case may be, and the Purchases contemplated hereby do not and will not violate or conflict with the Issuer's certificate of incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule regulation or agreement binding on or applicable to the Issuer or any of its subsidiaries or any of its of their property or assets.
6. It is the intent of the parties that this Repurchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Rule 10b-18 under the Exchange Act, and this Repurchase Plan shall be interpreted to comply with the requirements thereof.
7. At the time of the Issuer's execution of this Repurchase Plan, the Issuer has not entered into a similar agreement with respect to the Stock. The Issuer agrees not to enter into any such agreement while this Repurchase Plan remains in effect.
8. Except as specifically contemplated hereby, the Issuer shall be solely responsible for compliance with all statutes, rules and regulations applicable to the Issuer and the transactions contemplated hereby, including, without limitation, reporting and filing requirements.
9. This Repurchase Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.
10. The Issuer represents and warrants that its board of directors has authorized the transactions contemplated hereby and that the transactions contemplated hereby are consistent with the Issuer's publicly announced stock repurchase program.
11. The number of Total Plan Shares, other share amounts and prices, if applicable, set forth in section 1(a) shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the term of this Repurchase Plan.
12. Except as contemplated by Section 3 (a) (3) of this Repurchase Plan, the Issuer acknowledges and agrees that it does not have authority, influence or control over any Purchase effected by JPMSI pursuant to this Repurchase Plan and the Issuer will not attempt to exercise any authority, influence or control over Purchases. JPMSI agrees not to seek advice from the Issuer with respect to the manner in which it effects Purchases under this Repurchase Plan.
13. The Issuer agrees to indemnify and hold harmless JPMSI and its affiliates and their officers, directors, employees and representatives against any loss, claim, damage or liability, including legal fees and expenses, arising out of any action or proceeding relating to this Repurchase Plan or any Purchase, except to the extent that any such loss, claim, damage or liability is determined in a non-appealable determination of a court of competent jurisdiction to be solely the result of the indemnified person's gross negligence or willful misconduct.
14. This Repurchase Plan may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have signed this Repurchase Plan as of the date first written above.
J. P. Morgan Securities Inc.
By: _________________________
Name: Jemil Salih
Title: Vice President
Innospec Inc.
By: _________________________
Name: Andrew Hartley
Title: Vice President & General Counsel
Appendix A
Request for Early Termination of Repurchase Plan
To: J. P. Morgan Securities Inc.
As of the date hereof, Innnospec Inc. hereby requests termination of the Repurchase Plan, dated ___________, 2006, in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws.
IN WITNESS WHEREOF, the undersigned has signed this Request for Early Termination of Plan as of the date specified below.
Innospec Inc.
By: ________________________ _______________________
Name: [Date]
Title:
Schedule 1
Re-Purchase Schedule
The Issuer and JPMSI agree as follows:-
- Subject to the Issuer's continued compliance with Section 2 of this Agreement, JPMSI shall effect an aggregate of purchases (each a "Purchase") of a maximum of 300,000 shares.
- On each business day from and including February 16, 2006 through and including April 26, 2006,
JPMSI shall purchase shares as follows:-
- Up to 5,000 shares of stock per day in the open market at prices not to exceed $25;
- Up to 6,000 shares of stock per day in the open market at prices not to exceed $20.
