Exhibit 10.1
RESTRICTIVE COVENANT AGREEMENT
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of [●], 2023 (the “Effective Date”) by and between SKYLINE CHAMPION CORPORATION, an Indiana corporation (“Parent”), CHAMPION HOME BUILDERS, INC., a Delaware corporation (“CHB”), CHAMPION RETAIL HOUSING, INC., a Delaware corporation (“CHR” and together with Parent and CHB, “Buyers”, and each individually, a “Buyer”), and the Person listed as the Restricted Party on the signature page hereto (the “Restricted Party”). Capitalized terms used but not otherwise defined herein or in Section 6 hereof, shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, Buyers have entered into that certain Securities Purchase Agreement (as amended, supplemented or modified from time to time, the “Purchase Agreement”), dated as of August 25, 2023, by and among Buyers, REGIONAL HOLDINGS CORPORATION, a Mississippi corporation (“Regional”), REGIONAL UNDERWRITERS, INC., a Saint Kitts and Nevis corporation (“Regional Underwriters”), HEATH JENKINS, a resident of Mississippi (“Heath Jenkins” and together with Regional and Regional Underwriters, “Sellers”, and each individually, “Seller”), DANA JENKINS, a resident of Mississippi (“Dana Jenkins”), and HEATH JENKINS, AS THE SELLERS’ REPRESENTATIVE (the “Sellers’ Representative”), pursuant to which Buyers will purchase all of the Securities held by Sellers, on the terms and subject to the conditions set forth in the Purchase Agreement, such that upon the Closing, Buyers shall own all of the Securities of the Company Group;
WHEREAS, as a condition to the Closing, Buyers have required the execution of this Agreement by the parties hereto to provide for certain restrictions on the Restricted Party, provided, that such restrictions shall only be effective upon the Closing;
WHEREAS, upon consummation of the transactions contemplated by the Purchase Agreement, pursuant to the terms and conditions of the Purchase Agreement, the Restricted Party will be the recipient, either directly or indirectly, of substantial, significant and material consideration in connection with the consummation of such transactions and, in exchange therefor, the Restricted Party is agreeing to certain limitations and restrictive covenants as provided herein;
WHEREAS, the Restricted Party acknowledges that the agreements and covenants contained herein are a material inducement to each Buyer’s entry into the Purchase Agreement and agreement to consummate the transactions contemplated by the Purchase Agreement and neither Buyer would have executed the Purchase Agreement or consummated the transactions contemplated thereby without such covenants and agreements; and
WHEREAS, in connection with the Closing, and as an inducement to cause Buyers to enter into the Purchase Agreement, the Restricted Party has agreed to enter into and to be bound by the terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
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if to the Restricted Party, to the address set forth on the signature page attached hereto.
if to Buyers to:
Champion Home Builders, Inc.
755 W. Big Beaver, Suite 1000
Troy, Michigan 48084
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Foley & Lardner LLP
321 North Clark Street, Suite 3000
Chicago, Illinois 60654
Attention: Patrick Daugherty and Steven Cade
Email: pdaugherty@foley.com and
scade@foley.com
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IN WITNESS WHEREOF, the parties hereto have caused this Restrictive Covenant Agreement to be executed as of the Effective Date.
BUYERS:
CHAMPION HOME BUILDERS, INC.
By: ____________________________
Name: ____________________________
Title: ____________________________
CHAMPION RETAIL HOUSING, INC.
By: ____________________________
Name: ____________________________
Title: ____________________________
SKYLINE CHAMPION CORPORATION
By: ____________________________
Name: ____________________________
Title: ____________________________
IN WITNESS WHEREOF, the parties hereto have caused this Restrictive Covenant Agreement to be executed as of the Effective Date.
RESTRICTED PARTY:
______________________________________
____________________________
______________________________
Signature
______________________________
Print Name
Address:
_____________________
_____________________
_____________________
Schedule 2
Tara Baker is currently an employee of Regional Enterprises. Prior to Closing, Ms. Baker will be transferred to and will serve as an employee of Regional Holdings Corporation. As an employee of Regional Holdings Corporation, upon Buyers’ request from time to time after Closing, Ms. Baker will be made reasonably available to assist and respond to questions based on her historical knowledge of the operations of Regional Enterprises and other members of the Company Group.
Following the Closing, Neil Godfrey will remain an employee of Regional Enterprises and may serve as a consultant and advisor to Regional Holdings Corporation. Upon Sellers’ request from time to time after Closing, Mr. Godfrey will be made reasonably available to assist and respond to questions from Regional Holdings based on his historical knowledge of the operations of Regional Holdings.