___ STOCK PURCHASE AGREEMENT EXHIBIT 10.3
This Stock Purchase Agreement ("Agreement") is made and entered into
effective as of the 14th day of November, 1994 by and between
_________________, an individual ("_______"), __________________, an
individual ("________"), ____________, an individual ("_____") (_______,
________ and _____ are hereinafter collectively referred to as the
"Shareholders"), _______________,
______________________________________________________________________________
_________ and LSB Industries, Inc., a Delaware corporation ("LSB").
R E C I T A L S:
WHEREAS, the Shareholders own: (a) one hundred percent (100%) of the
equity shares of ___, and (b) one hundred percent (100%) of the equity shares
of ___;
WHEREAS, ___ is currently authorized to issue 10,000 shares of common
stock and such common stock is the only class of stock issued and is the only
stock of ___ with voting rights;
WHEREAS, ___ is currently authorized to issue 2,500 shares of common
stock and such common stock is the only class of stock issued and is the only
stock of ___ with voting rights;
WHEREAS, a total of 10,000 shares of ___ common stock are currently
issued and outstanding;
WHEREAS, a total of 1,500 shares of ___ common stock are currently
issued and outstanding;
WHEREAS, _____ owns twenty percent (20%), _______ owns forty percent
(40%), and ________ owns forty percent (40%), of ___;
WHEREAS, _____, ________and ________ each own thirty-three and one-third
percent (33-1/3%) of ___;
WHEREAS, commencing upon the closing of this Agreement, the Shareholders
have agreed to the employment terms with ___ set forth in the Employment
Agreement attached hereto as Exhibit "A";
WHEREAS, LSB desires to purchase a total of eighty percent (80%) of
shares of ___, upon the terms and conditions set forth in this Agreement, so
as to allow LSB to become the owner of eighty percent (80%) of all issued and
outstanding common stock of ___;
WHEREAS, ___ and the Shareholders have, executed and agreed to a Stock
Purchase Agreement for _____ purchase of one hundred percent (100%) of all
issued and outstanding common stock of ___ (the "___ Stock Purchase
Agreement"), which purchase is to be consummated simultaneously with the
Closing of this Agreement.
WHEREAS, ___ and LSB have executed that certain Loan Agreement dated
September 15, 1994 (the "Loan Agreement"), under which Loan Agreement LSB may
make advances at its sole discretion to ___ up to $1.5 Million (the "Loan").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Shareholders and LSB agree as
follows:
1. Recitals. The recitals set forth above shall be deemed a part of this
Agreement and are incorporated herein by reference.
2. Stock Purchase.
2.1 Purchase. Subject to the terms and conditions contained herein,
the Shareholders hereby agree to sell to LSB and LSB agrees to purchase
from the Shareholders 8,000 shares of _____ common stock (constituting
80% of the shares of ___) (hereinafter collectively referred to as the
"Subject Shares"), from the following individual Shareholders in
accordance with the following schedule:
Number of
___ ___ Shares
Shareholder Subject to Purchase
________ 3,200
________ 3,200
________ 1,600
TOTAL (80% of all 8,000
outstanding shares)
For the purposes of this Agreement, the term "Participation Percentage"
shall mean the following percentages for each of the Shareholders:
Shareholder Participation Percentage
________ 40%
________ 40%
________ 20%
TOTAL 100%
2.2 Closing Date. The Closing of purchase and sale of the Subject
Shares under this Agreement shall occur on or before the later of
November 15, 1994 or three (3) days after LSB's financing with
BankAmerica closes, but in no event later than December 15, 1994 (the
"Closing" or the "Closing Date"); provided, however, if Closing does not
occur on or before November 15, 1994, LSB shall pay Shareholders
$100,000 as a down payment against the amounts to be paid at Closing.
2.3 Closing. At the Closing of LSB's purchase of the Subject Shares,
the Shareholders shall deliver to LSB the certificate(s) evidencing the
Subject Shares, together with assignments separate from the
certificate(s) endorsed in favor of LSB or its designee. The Subject
Shares shall be duly authorized, non-assessable, validly issued and
delivered to LSB free and clear of all liens, restrictions, claims
and/or agreements of any kind. At the Closing, the Shareholders, ___,
___ and LSB shall also fulfill all other obligations set forth herein as
items to occur at or before Closing.
2.4 Purchase Price. After delivery to LSB at the Closing of the
certificate(s) evidencing the Subject Shares, and conditioned upon ___,
___ and the Shareholders fulfilling all obligations to take place at or
before Closing, LSB agrees to pay the amount set forth below in Section
2.4.1 (the "Purchase Price"), payable as reflected in Section 2.4.2
below.
2.4.1 Purchase Price. The total Purchase Price to be paid to all
Shareholders under this Agreement shall be the total amount of $4
Million.
2.4.2 Payment of Purchase Price. LSB shall pay to the
Shareholders, in proportion to their Participation Percentage, the
total Purchase Price as follows:
(a) Thirty-seven and one-half percent (37.5%) of the
total Purchase Price shall be paid on the Closing Date;
(b) Twenty percent (20%) of the total Purchase Price
remaining after the payment in (a) above shall be paid on
or before the first anniversary of the Closing Date, with
such amount represented by a promissory note marked
negotiable with interest payable at seven percent (7%)
per annum;
(c) Twenty percent (20%) of the total Purchase Price
remaining after the payment in (a) above shall be paid on
or before the second anniversary of the Closing Date,
with such amount represented by a promissory note marked
negotiable with interest payable at seven percent (7%)
per annum from the date of the note;
(d) Twenty percent (20%) of the total Purchase Price
remaining after the payment in (a) above shall be paid on
or before the third anniversary of the Closing Date, with
such amount represented by a promissory note marked
negotiable with interest payable at seven percent (7%)
per annum from the date of the note;
(e) Twenty percent (20%) of the total Purchase Price
remaining after the payment in (a) above shall be paid on
or before the fourth anniversary of the Closing Date,
with such amount represented by a promissory note marked
negotiable with interest payable at seven percent (7%)
per annum from the date of the note;
(f) Twenty percent (20%) of the total Purchase Price
remaining after the payment in (a) above shall be paid on
or before the fifth anniversary of the Closing Date, with
such amount represented by a promissory note marked
negotiable with interest payable at seven percent (7%)
per annum from the date of the note;
The promissory notes as referenced in (b) through (f) above shall
be dated and delivered to Shareholders at Closing and may be
separately issued, at the option of the Shareholders, to _______,
________ and _____ in accordance with their respective
Participation Percentages(said promissory notes shall be
collectively referred to as the "Shareholders' Notes").
2.4.3 Post-Closing Confirmations. The Shareholders shall have
the obligations and shall make the transfers set forth below, in
the manner therein specified, in the event of the non-occurrence
of the following confirmation events (the "Confirmation Events"):
(i) on or before one (1) year after the Closing, ___ obtains a
valid and enforceable shared energy savings contract with respect
to _________ which includes financing therefor from a bona fide
lender (the "_________ Contract"), and (ii) the Net Present Value
of eighty percent (80%) of _____ interest in the net revenues
attributable to the energy savings from the ________ and _________
Projects shall be $4 Million or greater, calculated as of the
Closing date of this Agreement, using a ten percent (10%) discount
rate, measured two (2) years and six (6) months after the Closing
Date (but in no event sooner than one (1) full year following
completion of construction of the _________ project) (the
"Measurement Date"), using the energy saving attributable to the
respective projects during the one (1) full year period prior to
the Measurement Date (the "Calculated Net Present Value").
(a) In the event the Confirmation Event set forth in
2.4.3(i) above does not occur, then the Shareholders shall
transfer to LSB, in the manner set forth in Section 2.4.3(c)
below, an amount equal to the difference between $4 Million
and the Calculated Net Present Value without the _________
Project as of the Closing Date (the "____ Shortfall
Amount").
(b) In the event that the Confirmation Event set forth in
2.4.3(i) does occur, but the Confirmation Event set forth in
2.4.3(ii) above yields an amount less than $4 Million, then
the Shareholders shall transfer to LSB, in the manner set
forth in Section 2.4.3(c) below, an amount equal to the
difference between $4 Million and the Calculated Net Present
Value as of the Closing Date (the "Yield Shortfall Amount").
(c) The ____ Shortfall Amount and the Yield Shortfall
Amount shall be satisfied, to the extent possible, by
Shareholders' transfer to LSB by means of a joint and
several assignment to LSB of any and all amounts owed to
Shareholders, now or in the future, by ___, including,
without limitation, the Shareholder's Net Income Interest
and Net Profit Interest under the ___ Stock Purchase
Agreement. Accordingly, the Shareholders do hereby assign
to LSB or its designee, jointly and severally, any and all
amounts owed to Shareholders, now or in the future, by ___,
including, without limitation, their respective and combined
Net Income Interest and Net Profit Interest under the____
Stock Purchase Agreement, and the Shareholders hereby
irrevocably instruct ___ to pay any monies owed to
Shareholders by ___, now or in the future, to LSB or its
designee such sums as may be necessary to satisfy all ____
Shortfall Amounts and Yield Shortfall Amounts as those
amounts become known, owed or due.
(d) To the extent subsequent events occur during the
Shareholders' respective Bonus Period (as that term is
defined in the ___ Stock Purchase Agreement), which would
require adjustment (either increase or decrease) in the
amount paid or to be paid as a result of the non-occurrence
of one of the Confirmation Events, such adjustment and any
refund to Shareholder or additional payments to LSB as may
be required as a result of such adjustment, shall be
determined on or before the last day of the calendar year in
which such subsequent event occurs.
3. Representations & Warranties of Shareholders. The Shareholders, ___ and
___, jointly and severally represent and warrant to LSB as follows:
3.1 The Subject Shares. The Shareholders own and have full and valid
title to the Subject Shares free and clear of all liens, security
interests, claims and encumbrances, and have good right and
authority to sell the same.
3.2 ___ Stock. ___ is currently authorized to issue 10,000 shares of
common stock, and such shares of common stock are the only stock
of ___ which have voting rights. There are 10,000 shares of ___
common stock currently issued and such are all outstanding in the
names stated in Section 2.1 above, and such shall be the only
outstanding shares of ___ common stock as of the Closing Date.
3.3 ___ Stock. ___ is currently authorized to issue 2,500 shares of
common stock, and such shares of common stock are the only stock
of ___ which have voting rights. There are only 1,500 shares of
___ common stock currently issued and such are all outstanding in
the names stated in Section 2.1 above, and such shall be the only
outstanding shares of ___ common stock as of the Closing Date.
3.4 No Subscriptions, etc. There are no outstanding subscriptions,
options, rights, warrants, calls, commitments or agreements
relating to the authorized but unissued shares of ___ or ___.
3.5 Shareholder's Authority for Agreement. Each Shareholder has full
and requisite power and authority to deliver this Agreement and to
perform its obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the requisite
actions and this Agreement constitutes the valid and legally
binding obligation of each Shareholder enforceable against each of
the respective Shareholder in accordance with its terms. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby will not conflict with or
result in any violation of, or default under, any provision of the
formation documents of either ___ or ___ or with any other
agreement or document to which any Shareholder is a party.
3.6 Corporate Status and Authority. ___ is a corporation duly
organized and existing and in good standing under the laws of the
State of California and____ is a corporation duly organized and
existing and in good standing under the laws of the State of
Nevada. Both ___ and ___ have full power and authority to own and
operate each of their properties and to carry on its business all
as, and in the places where, such properties are now owned or
operated or such businesses are conducted. Both ___ and ___ are
duly qualified to do business and are in good standing in every
jurisdiction in which the nature of the property owned or leased
or the nature of the business conducted by each makes such
qualification necessary.
3.7 Subsidiaries. ____ has no subsidiaries and is not a partner in any
partnership or joint venture. ___ is not a partner in any
partnership or joint venture and has only two subsidiaries: ____,
Inc. ("____"), being a Louisiana corporation that is wholly owned
by ___; and, ______, Inc. ("______"), being a California
corporation certified to do business in Hawaii that is wholly
owned by ___. _____ interest in both ____ and ______ are included
in the Purchase Price, for no additional consideration. ______,
Inc. has no subsidiaries and is a partner in only one partnership
or joint venture: ________ Conservation Partners, L.P., a
Hawaiian limited partnership in which ______ is a 1% general
partner and a 49% limited partner and, which interest is included
in the Purchase Price, for no additional consideration. ___ is
also in the process of forming a Hawaiian corporation to be known
as ___________, Inc. ("___________"), which will be a wholly owned
subsidiary of ____and which is included in the Purchase Price for
no additional consideration. It is also anticipated that ______-
_______ will be a 50% joint venturer/partner with a wholly owned
subsidiary of __________________________to be known as
_______________________, when and if such joint venture/
partnership is formed, which interest is included in the Purchase
Price, for no additional consideration; provided, however,
Shareholders and ___ agree that the joint venture/partnership
contemplated with _________________________ shall not be formed or
agreed to prior to Closing without LSB's prior written approval of
the terms of such joint venture/partnership. All representations
or warranties under this Agreement also apply to those
subsidiaries, partnerships or joint ventures reflected above.
3.8 Financial Statements. ___ has heretofore delivered to LSB its
consolidated unaudited financial statements (the "Unaudited
Financials") of ___ and subsidiaries as of June 30, 1994,
including a Balance Sheet as of June 30, 1994 and statement of
operations for the year ended June 30, 1994, and ___ will continue
to furnish such financial information to LSB as of the end of each
month until the Closing. The Unaudited Financials have been
prepared by the management of ___ and fairly present the financial
position of ___ and its subsidiaries at June 30, 1994 and the
results of operations for the year then ended and as of the end of
each subsequent month for which such Unaudited Financials are
provided.
3.9 Undisclosed Liabilities. On the Closing Date, ________, and their
respective subsidiaries, will not be subject to any debts,
liabilities or obligations of any nature, whether accrued,
absolute, contingent or other, and whether due or to become due,
including, but not limited to, liabilities or obligations on
account of taxes (except ad valorem taxes accruing after December
31, 1993) constituting a lien but not yet due and payable, other
governmental charges, duties, penalties or fines, and there is no
valid basis for the assertion against either ________, or their
respective subsidiaries of any such debt, liability or obligation
other than those (i) reflected the Unaudited Financials, (ii)
which arise under obligations disclosed herein or (iii) which are
pursuant to obligations arising in the ordinary course of the
business of either ________, or their respective subsidiaries
consistent with those obligations reflected by the Additional
Unaudited Financials provided to LSB pursuant to Section 6.5
below.
3.10 Changes in Condition. There has not been since June 30, 1994, (i)
any change in the condition (financial or other) in or of the
properties, assets, liabilities, or business of ________, or their
respective subsidiaries, except changes in the ordinary course of
business which have not in any one case or in the aggregate been
materially adverse, (ii) any damage, destruction or loss (whether
or not covered by insurance) materially and adversely affecting
the properties, assets, or business of ________, or their
respective subsidiaries, (iii) any change in the accounting
methods or practices followed by ________, or their respective
subsidiaries or any change in depreciation or amortization
policies or rates heretofore adopted, (iv) any sale, lease,
abandonment or other disposition by ________, or their respective
subsidiaries of any interest in real property, or, other than in
the ordinary course of business, of any machinery, equipment or
other operating property or any sale, assignment, transfer,
license or other disposition by ___ of any intangible asset, (v)
any declaration setting aside or payment of any dividend or other
distribution on or in respect of the Subject Shares, or any direct
or indirect redemption, retirement, purchase or other acquisition
by ___ of any of the Subject Shares, or (vi) any change in the
Articles of Incorporation or By-laws of ________, or their
respective subsidiaries, or (vii) any other occurrence, event or
condition which materially adversely affects or may materially
adversely affect the properties, assets, or business of ________,
or their respective subsidiaries.
3.11 Taxes. ________, or their respective subsidiaries have duly and
timely filed all tax returns required to be filed, and have paid
all taxes shown to be due and payable on all such returns, all
assessments notice of which has been received by any of them, and
all other taxes, governmental charges, duties, penalties, interest
and fines due and payable by any of them on or before the Closing
Date. There are no agreements, waivers or other arrangements
providing for an extension of time with respect to the filing of
any tax returns by ________, or their respective subsidiaries, or
the payment by, or assessment against, ________, or their
respective subsidiaries of any tax, governmental charge, duty or
deficiency. There are no suits, actions, claims, investigations,
inquiries or proceedings threatened or now pending against
________, or their respective subsidiaries in respect to taxes,
governmental charges, duties or assessments, or any matters under
discussion with any governmental authority relating to taxes,
governmental charges, duties or assessments, or any claims for
additional taxes, governmental charges, duties or assessments
asserted by any such authority. The reserves made for taxes,
governmental charges and duties on the Financials and the
Unaudited Financials are sufficient for the payment of all unpaid
taxes, governmental charges and duties payable by ________, or
their respective subsidiaries attributable to all periods ended on
or before the date of the Unaudited Financials. ________, and
their respective subsidiaries have withheld or collected on each
payment made to each of its employees the amount of all taxes
(including, but not limited to, federal income taxes, Federal
Insurance Contribution Act taxes and state and local income and
wage taxes) required to be withheld or collected therefrom and has
paid the same to the proper tax receiving officers.
3.12 Real Property. Neither ________, nor their respective
subsidiaries owns any real property or interest therein except ___
has a leasehold interest of its office space at
_______________________________________________________.
3.13 Title to Personal Property. _________ and their respective
subsidiaries have good and marketable title to all tangible
personal property which each owns, including, but not limited to,
that reflected on the Unaudited Financials (except as disposed of
since the date of the Unaudited Financials in the ordinary course
of business and without involving any misrepresentation or breach
of warranty or covenant under this Agreement).
3.14 Plant, Buildings, Machinery and Equipment. All buildings, offices,
shops and other structures and all machinery, equipment, software,
computer hardware and general intangibles, fixtures, vehicles and
other properties owned, leased or used by either ________, and
their respective subsidiaries (whether under their control or the
control of others) are in good operating condition and repair and
are adequate and sufficient for all operations. ________, and
their respective subsidiaries own all computer software and
hardware, furniture, fixtures, machinery, equipment and other
assets required in the business of _________ and their respective
subsidiaries as now being conducted.
3.15 Regulatory Compliance. None of the real or personal properties
owned, leased, occupied or operated by ________, or their
respective subsidiaries, or the ownership, leasing, occupancy or
operation thereof, is in violation of any law or any building,
zoning, environmental or other ordinance, code, rule or
regulation, and no notice from any governmental body or other
person has been served upon ________, or their respective
subsidiaries or upon any property owned, leased, occupied or
operated by ________, or their respective subsidiaries claiming
any violation of any such law, ordinance, code, rule or regulation
or requiring, or calling attention to the need for, any work,
repairs, construction, alterations or installation an or in
connection with such property which has not been complied with.
________, and their respective subsidiaries have the right to use
their properties for all material operations conducted by it.
________, and their respective subsidiaries are in compliance with
all rules, regulations and laws that pertain to the conduct of
their business and ________, and their respective subsidiaries are
not aware of or have received any notice charging ________, or
their respective subsidiaries with such violations. Further,
neither ________, nor their respective subsidiaries, to the best
knowledge of the Shareholders, are under extraordinary
investigation by any governmental or industry regulatory body for
any reason.
3.16 Accounts. All account receivables of _________ and their
respective subsidiaries which are reflected in the Unaudited
Financials and those owned by ________, and their respective
subsidiaries on the Closing Date are and will be good and
collectible except to the extent charged off each month in
accordance with its normal accounting practices, consistently
applied.
3.17 Inventory. All items, if any, contained in the inventory of
_________ and their respective subsidiaries, as reflected in the
Unaudited Financials and as owned on the Closing Date are of a
quality and quantity salable or usable in the ordinary course of
____________, and their respective subsidiaries' business at
customary retail or wholesale prices; and the values of such
inventory reflect write-downs to realizable market value in the
case of items which had become obsolete or were unsalable except
at prices less than cost through regular distribution channels in
the ordinary course of_____________, and their respective
subsidiaries' business.
3.18 Patents, Trademarks, Etc. Neither ________, nor their respective
subsidiaries infringe on any patents, trademarks, trade names,
brand names or copyrights of any third party.
3.19 New Developments. There are no new developments in any business
conducted by ________, or their respective subsidiaries, nor any
new or improved methods, materials, products, processes or
services useful in connection with the business of ________, or
their respective subsidiaries as presently conducted, which may
adversely affect the properties, assets or business of_________,
or their respective subsidiaries.
3.20 Competition. Neither ________, nor their respective subsidiaries
nor any of their officers or employees have entered into any
agreement relating to the business of ________, or their
respective subsidiaries containing any prohibition or restriction
of competition or solicitation of customers with any person,
corporation, partnership, firm, association or business
organization, entity or enterprise which is now in effect.
3.21 Contractual Obligations. The Shareholders, ________, and their
respective subsidiaries have or will have prior to Closing
furnished LSB for its examination (i) a list of all written or
oral contracts, commitments, agreements and other contractual
obligations (not otherwise described herein) to which either
________, or their respective subsidiaries are a party or by which
their properties or assets are bound, affecting either ________,
or their respective subsidiaries, including, without limitation,
all labor agreements, employment contracts, leases, notes and
other evidence of indebtedness, pension and profit sharing and
other employee benefit plans or agreements, insurance policies and
contracts, and agreements obligating either ___ or ___ to expend
any substantial amount of money or acquire or dispose of any
substantial amount of property, and (ii) a list of all
governmental or court approvals and third party contractual
consents required in order to consummate the transactions
contemplated by this Agreement.
3.22 Compliance with Obligations. Neither ___, ___, nor their
respective subsidiaries is, nor is either alleged to be, in
default under, or in breach of any term or provision of, any
contract, agreement, lease, license, commitment, instrument or
obligation. No other party to any contract, agreement, lease,
license, commitment, instrument or obligation to which either
________, or their respective subsidiaries is a party is in
default thereunder or in breach of any term or provision thereof.
There exists no condition or event which, after notice or lapse of
time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or
obligation.
3.23 Litigation. There is no suit, action or claim, no investigation or
inquiry by any administrative agency or governmental body, and no
legal, administrative or arbitration proceeding pending or
threatened against either ________, or their respective
subsidiaries or any of their properties, assets, or business or to
which it is or might become a party, and there is no valid basis
for any such suit, action, claim, investigation, inquiry or
proceeding. There is no outstanding order, writ, injunction or
decree of any court, any administrative agency or governmental
body or arbitration tribunal against or affecting either ________,
or their respective subsidiaries or any of the capital stock,
properties, assets, or business of either ________, or their
respective subsidiaries other than those listed in Exhibit "B"
attached hereto and incorporated herein by reference.
3.24 Licenses and Permits. ________, and their respective subsidiaries
have all governmental licenses and permits necessary to conduct
their business and to operate their properties and assets, and
such licenses and permits are in full force and effect. No
violations exist or have been recorded in respect of any
governmental license or permit of either ________, or their
respective subsidiaries. No proceeding is pending or threatened
looking toward the revocation or limitation of any such
governmental license or permit and there is no valid basis for any
such revocation or limitation. ________, and their respective
subsidiaries have complied with all laws, rules, regulations,
ordinances, codes, orders, licenses, concessions and permits
relating to any of their properties or applicable to their
business including, but not limited to, the labor, environmental
and antitrust laws.
3.25 Labor Disputes. Since June 30, 1994, there has not been any
matter under discussion with any labor union or any strike, work
stoppage or labor trouble relating to employees of either ___,
___, or their respective subsidiaries. Since June 30, 1994, there
has not been any change in the relationship or course of dealing
between either ________, or their respective subsidiaries and any
of their suppliers or customers which has had or could have a
material adverse effect on their business.
3.26 Employee Compensation. An accurate list of (a) the name and the
current annual salary and other compensation or the rate of
compensation payable by either ________, or their respective
subsidiaries to each of their officers and each employee whose
current total annual compensation or estimated compensation
(including, but not limited to, normal bonus, profit sharing and
other extra compensation) is $25,000 or more, and (b) each loan or
advance (other than routine travel advances repaid or formally
accounted for within 60 days and routine vacation advances and
routine credit card advances) made by either ________, or their
respective subsidiaries to any director, officer or employee of
either ________, or their respective subsidiaries outstanding and
unpaid as of the date of this agreement and the current status
thereof, will be provided LSB by the Shareholders prior to the
Closing Date. Since December 31, 1993, there has not been any
increase in the total compensation payable or to become payable by
either ________, or their respective subsidiaries to each such
person or any general increase, in the total compensation or rate
of total compensation payable or to become payable by either
_________ or their respective subsidiaries to salaried employees
other than those specified in clause (a) of this Section or to
hourly employees ("general increase" for purposes of this Section
means any increase generally applicable to a class or group of
employees and not including increases granted to individual
employees for merit, length of service, change in position or
responsibility or other reasons applicable to specific employees
and not generally to a class or group thereof) other than as set
forth in ____________, or their respective subsidiaries' books and
records.
3.27 Insurance. ________, and their respective subsidiaries maintain
adequate insurance on their properties, assets, business and
personnel. Neither ________, nor their respective subsidiaries are
in default with respect to any provision contained in any
insurance policy, and neither have failed to give any notice or
present any claim under any insurance policy in due and timely
fashion.
3.28 No Default. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereunder will not
(a) result in the breach of any of the terms or conditions of, or
constitute a default under, the Articles of Incorporation or the
By-Laws of or the formation documents of ________, or their
respective subsidiaries or any contract, agreement, commitment,
indenture, mortgage, pledge agreement, note, bond, license or
other instrument or obligation to which ________, or their
respective subsidiaries or any shareholder is now a party or by
which ________, or their respective subsidiaries or any of the
properties or assets of ________, or their respective subsidiaries
may be bound or affected, or (b) violate any law, or any rule or
regulation of any administrative agency or governmental body, or
any order, writ, injunction or decree of any court, administrative
agency or governmental body.
3.29 Customers and Suppliers. No facts are known indicating that any
customer or supplier of ________, or their respective subsidiaries
intends to cease doing business with ________, or their respective
subsidiaries or to materially alter the amount of business that
they are presently or have historically done with ________, or
their respective subsidiaries.
3.30 Conflicts of Interest. No director, officer or employee of
_________ or their respective subsidiaries, including the
Shareholders, control or are an employee, officer, director, agent
or owner of any corporation, firm, association, partnership or
other businesses entity which is a competitor, supplier or
customer of ________, or their respective subsidiaries.
3.31 Full Disclosure. No representation or warranty of ________, or
their respective subsidiaries under this Agreement contains or
will contain any untrue statement of a material fact or omits or
will omit any material fact necessary to make the statements
herein not misleading.
3.32 Value of ________ and ________. Exhibit "C" accurately reflects
the net revenue expected to be derived from the ________ and
________ projects as well as ____s share of such net revenues from
those projects.
3.33 Freon Regulations. In the event any state or federal law, rule or
regulation addressing the use of Freon is adopted, ________ and
their respective subsidiaries have not entered into any agreement
or understanding, and will not enter into any such agreement or
understanding prior to Closing, which would require any of them to
replace or make any modifications to any Freon-utilizing equipment
which they may have sold or installed or may be maintaining.
3.34 No Obligations to Repay Debts Related to ________ Project. ___
and ___ have no responsibility, obligation or liability to pay any
debts or obligations of ______, including, without limitation, any
debt to any lender of ______ or to any partner of ______ related
to the ________ project.
4. Representations and Warranties of Buyer. LSB represents and warrants to
the Shareholders as follows:
4.1 Organization. LSB is a Delaware corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware and has the corporate power to enter into and to carry
out the terms and provisions of this Agreement.
4.2 Agreement Authorized. The execution, delivery and performance of
this Agreement by LSB has been authorized by all requisite
corporate action on the part of LSB and will not conflict with or
result in any breach in the terms, conditions or provisions of
LSB's corporate charter, by-laws or any other instrument to which
LSB is a party.
4.3 Securities Law Restrictions. LSB, will, within the meaning of the
Securities Act of 1933, acquire the Subject Shares for investment
and not with a view to the sale or distribution thereof.
4.4 Obligations. No officer, director, or shareholder of LSB shall
have any personal liability or obligation to __________ or any
other person under the terms of this agreement or under any
expressed or implied obligation, concept, principle or legal
theory.
5. Additional Agreements of Parties.
5.1 Changes in Directors of ___________. On the Closing Date, the
Shareholders will cooperate with LSB in arranging to have
available immediately after the Closing the transfer books of
________, and their respective subsidiaries and to cause such
action to be taken by the officers and directors of ________, and
their respective subsidiaries as may be required in order that the
Subject Shares delivered hereunder may forthwith be transferred of
record to LSB or its designee and in order that LSB or its
designee may cause such changes to be effected in the Board of
Directors and officers of ________, and their respective
subsidiaries as LSB or its designee may desire.
5.2 Conduct of Business. From June 30, 1994 to the Closing Date, the
Shareholders, ____and ____agree that ________________ and their
respective subsidiaries and affiliates shall operate only in the
ordinary course and, in particular, shall not engage in any of the
following activities without LSB's prior written consent:
5.2.1 Cancel or permit any insurance to lapse or terminate, unless
renewed or replaced by like coverage;
5.2.2 Change its Certificate of Incorporation or Bylaws;
5.2.3 Default under any material contract, agreement, commitment
or undertaking of any kind;
5.2.4 Violate or fail to comply with all laws applicable to it or
its properties or business, to the extent that the violation
or failure to comply would have a materially adverse effect
on ___________;
5.2.5 Commit any act or permit the occurrence of any event or the
existence of any condition prohibited by the terms of this
Agreement;
5.2.6 Enter into any material contract, agreement or other
commitment;
5.2.7 Fail to maintain and repair its assets in accordance with
good standards of maintenance and as required in any leases
or other agreements pertaining to its assets; or
5.2.8 Merge, consolidate or agree to merge or consolidate with or
into any other corporation.
5.2.9 Issue any stock to anyone other than LSB.
5.2.10 Create or assume any indebtedness.
5.2.11 Sell, encumber or otherwise dispose of, or grant any
security interest in or encumbrance on, any of their
assets.
5.2.12 Enter into or implement any employee benefit plan.
5.2.13 Enter into any employment, consulting or similar contract
for or on their behalf.
5.2.14 Increase the compensation, deferred compensation or
benefits payable to any employee or commissioned agent.
5.2.15 Take any action or, by inaction, permit any action to be
taken or event to occur, which would cause any
representation or warranty made in or pursuant to this
Agreement to be untrue as of the Closing.
5.2.16 Remove any assets other than those recorded in their
books and records as a sale in the ordinary course of
business at fair market value price.
5.2.17 Take any action that could impair the collectibility of
any of their accounts.
5.2.18 Enter into any agreement with respect to any of the
foregoing.
5.3 Access to Information. From and after the date of this agreement,
the Shareholders, _________and ______ shall give LSB, its legal
counsel, accountants and other representatives, upon receipt of
reasonable notice in writing, full and free access to all of the
employees, properties, books, contracts, commitments and records
of ________ and ______ in order to give LSB the full opportunity
to make an investigation of the affairs of ________ and ______, as
long as the investigation occurs only during the regular business
hours of ________ and ______ and does not interfere unreasonably
with the operation of ________ and ______. Any investigation
(whether heretofore conducted or to be conducted) shall not affect
the representations and warranties of Shareholders, ___ and ___
contained in this Agreement.
5.4 Preservation of Business Organization. The Shareholders, ___ and
___ shall use their best efforts to preserve the business
organization of ________, and their respective subsidiaries, to
keep available to LSB the services of the respective officers and
employees of ________, and their respective subsidiaries, and to
preserve for LSB the existing relationship of ________, and their
respective subsidiaries with all suppliers, customers and others
having business relations with ________, and their respective
subsidiaries.
5.5 Additional Financial Statements. ___, not less than fifteen (15)
days of the date of this Agreement, but no later than one (1) week
before Closing, will deliver to LSB unaudited financial statements
of ___, including a Balance Sheet as of June 30, 1994, and
Statement of Operations for the year ended June 30, 1994 and shall
continue to timely provide the same as of the last day of each
month thereafter until Closing (the "Additional Unaudited
Financials"). The Additional Unaudited Financials will have been
prepared in accordance with generally accepted accounting
principles, consistently applied, will have been prepared by the
management of ___ and will fairly present the financial position
and results of operations of ___ as of June 30, 1994, and as of
the end of each month thereafter.
5.6 Materiality. The parties hereto agree that for purposes of this
agreement, an occurrence, event or condition shall be deemed
"materially adverse" if it results in a reduction of stockholder's
equity of __________or their respective subsidiaries in excess of
$20,000.
5.7 Confidential Information. Each Shareholder acknowledges and
agrees that ___________ have developed and uses various
proprietary and confidential practices and methods of conducting
business, information and data, and computer software and data
bases. In particular, each Shareholder acknowledges that
___________ have developed specialized business methods,
techniques, plans and know-how; budgets, financing and accounting
techniques and projections; advertising, proposals, applications,
marketing materials and concepts; customer files and other non-
public information regarding customers; methods for developing and
maintaining business relationships with customers and prospective
customers; customer and prospect lists; copies of previous
insurance policies and renewal dates; procedure manuals; and
employee training and review programs and techniques. The
foregoing information, software, documents, practices, and methods
of conducting business shall hereinafter be referred to as the
"Confidential Information." Each Shareholder agrees that the
Confidential Information is a trade secret of ___________,
respectively, which shall remain the sole property of ___________,
respectively, notwithstanding that each Shareholder may have
participated in the development of the Confidential Information.
During the term of this Agreement and at all times thereafter for
perpetuity, each Shareholder shall not disclose any Confidential
Information to any person or entity for any reason or purpose
whatsoever, nor shall any Shareholder make use of any Confidential
Information for their own benefit or for the benefit of any other
person or entity.
5.8 Prohibition on Solicitation of Customers and Covenant Not to
Compete.
5.8.1 For a period of seven (7) years after the Closing Date, no
Shareholder shall directly or indirectly, either for
themselves or for any other person or entity, solicit any
person or entity to terminate or in any manner affect such
person's or entity's contractual and/or business
relationship with ________, or their respective
subsidiaries, nor shall any Shareholder interfere with or
disrupt or attempt to interfere with or disrupt any such
relationship.
5.8.2 Covenant Not to Compete. ___________ and each Shareholder
each acknowledge that each may have considerable specialized
knowledge and contacts in the business of ________ and their
respective subsidiaries and that it is important to ________
and their respective subsidiaries that each Shareholder
agree not to compete with ________ and their respective
subsidiaries in the business in which ________ and their
respective subsidiaries engage in presently or in any
business that has any connection with energy savings. As
part of the consideration for the Purchase Price during the
term of this Section 6.9.1 each Shareholder covenants that
each shall not, directly or indirectly, either as an
employee, employer, consultant, agent principal, partner,
stockholder, corporate officer or director or in any other
individual or representative capacity, engage or participate
in any business that is in competition with ________, or
their respective subsidiaries or in any business that uses,
distributes, handles or has any connection with energy
savings, provided that each Shareholder may invest in
publicly traded securities of companies in competition with
________, or their respective subsidiaries or mutual funds
whose assets include securities of such companies.
5.8.3 Corporate Opportunities. Each Shareholder shall be under an
obligation to present in writing, any business opportunity
relating to _____________, or their respective subsidiaries'
business of which he becomes aware. Unless ________, or
their respective subsidiaries notifies such Shareholder to
the contrary in writing, ________, and/or their respective
subsidiaries shall have the right to act in its own interest
and pursue any such business opportunity and such
Shareholder shall assist ________, or their respective
subsidiaries as requested. Each Shareholder hereby waives
any rights to act on his own behalf with respect to such
opportunities unless ________, or their respective
subsidiaries notifies him in writing that __________ will
not be pursuing a specific opportunity.
6. Conditions Precedent to Obligations of LSB. The obligations of LSB to
pay the Purchase Price and otherwise perform under this Agreement is
subject, at LSB's option, to the condition that all representations and
warranties and other statements of ________ and the Shareholders herein
are as of the Closing true and correct and the condition that
___________ perform all of their obligations hereunder to be performed
at or prior to the Closing, and the following additional conditions:
6.1 Certificates. There shall have been furnished or caused to be
furnished to LSB at the Closing, certificates of appropriate
officers of ________ and each Shareholder in form and substance
satisfactory to LSB as to the continuing accuracy at and as of the
Closing of the representations and warranties of ___________ and
the Shareholders and to the performance by ___________ and the
Shareholders of all their obligations hereunder to be performed at
or prior to the Closing, together with such other certificates as
LSB may reasonably request in connection with the Closing.
6.2 Delivery of Subject Shares. Certificates evidencing the Subject
Shares, duly executed for transfer to LSB or its designee shall
have been delivered to LSB and duly transferred to it on the books
of ___.
6.3 Board of Directors. The members of the Board of Directors of
_________ and their respective subsidiaries shall resign their
directorships effective as of the Closing, and LSB's designees
shall have been elected to such Board of Directors effective as of
the Closing.
6.4 Counsel to Buyer. All corporate proceedings and related matters
in connection with the organization and good standing of ________
and their respective subsidiaries the execution and delivery of
this Agreement and the consummation of the transactions herein
contemplated, and the performance by it of its obligations
hereunder shall have been satisfactory to counsel to LSB and such
counsel shall have been furnished with such papers and information
as he may reasonably have requested to enable him or her to pass
on the matters referred to in this section.
6.5 Opinion of Counsel to ___________. Counsel to ___________ shall
have furnished to LSB their written opinion in form satisfactory
to LSB to the effect that:
6.5.1 ________, and ______ have been duly incorporated and are
validly existing as a corporation in good standing under the
laws of the State of California;
6.5.2 This agreement has been validly authorized, executed and
delivered on the part of ___________, and is a valid and
binding agreement of ___________ in accordance with its
terms;
6.5.3 All of the issued and outstanding shares of ___________,
including the Subject Shares, have been duly authorized,
validly issued and are fully paid, nonassessable shares.
6.5.4 ___________ have no responsibility, obligation or liability
to pay any debts or obligations of ______, including,
without limitation, any debt to any lender of ______ or to
any partner of ______ related to the ________ project.
6.6 No Litigation. No suit or action, investigation, inquiry or
request for information by any administrative agency, governmental
body or private party, and no legal or administrative proceeding
shall have been instituted or threatened which questions or
reasonably appears to portend subsequent questioning of the
validity or legality of this agreement or the transactions
contemplated by this agreement, or which materially and adversely
affects or questions the title of ________, or their respective
subsidiaries to any of its properties or its ability to conducts
its business.
6.7 Consents. All consents from third parties required to consummate
the transactions provided for in this agreement shall have been
obtained.
6.8 No Change. There shall have been no material adverse change in
the condition or obligations of ________, or their respective
subsidiaries (financial or otherwise).
6.9 Loss. ________, or their respective subsidiaries will not have
sustained a substantial loss (whether or not insured) as a result
of fire, flood or other casualty which in the sole judgment of LSB
affects materially or interferes with the continuous conduct of
its business.
6.10 Subsequent Information. All exhibits, lists, contracts and other
documents hereafter furnished to LSB by Shareholders, __________
or discovered by LSB, including copies of pleadings and rulings
relating to litigation and administrative proceedings, and any
other information relating to the business and affairs of
_________ or their respective subsidiaries shall be acceptable to
LSB.
6.11 Employment Agreement. ________, _______ and______ shall have each
executed and delivered to LSB at or before Closing an Employment
Agreement in the form attached hereto as Exhibit "A" and made a
part hereof by reference, which reflects an "Initial Term" of five
(5) years for ________ and _______, respectively, and an "Initial
Term" of three (3) years for _____. All previous employment
and/or compensation agreements and/or arrangements between
___________(or their respective subsidiaries or affiliates) and
either ________, _______ or _____ shall be deemed null and void
upon such execution and delivery.
6.12 Loan Agreement. The Loan Agreement and the Loan Documents (as
that term is defined in the Loan Agreement) have been fully
executed and no Default or Event of Default exists under the Loan
Agreement or the Loan Documents.
6.13 Termination of Shareholders' Agreement. On or before Closing,
that certain Shareholders' Agreement dated April 11, 1991 by and
between _______, ________, _____ and ___ shall be terminated and
of no force or effect.
6.14 The closing under the ___ Stock Purchase Agreement shall occur
simultaneously with the Closing of this Agreement.
7. Conditions for the Benefit of the Shareholders. The obligations of the
Shareholders hereunder at the Closing shall be subject, at their option
to the following conditions:
8. Representations and Warranties. All representations and
warranties and other statements of LSB herein are at and as of the
Closing materially true and correct.
8.1 Performance of Obligations. LSB shall have performed all of its
obligations hereunder to be performed at or prior to the Closing.
8.2 No Suits. At the Closing Date, there shall not have been
instituted any suit, action, or other proceeding or any
investigation in any court or governmental agency in which it is
sought to restrain or prohibit the consummation of the
transactions contemplated by this agreement.
9. Survival of Representations and Warranties. Except the representations
and warranties of LSB (which shall not survive the Closing), all of the
representations and warranties of ________ and the Shareholders
hereunder shall survive the Closing for a period of one (1) year from
the Closing Date; provided, however, ________ and the Shareholders shall
have no liability with respect thereto unless LSB's loss occasioned
thereby exceeds $20,000.00, and provided further, representations and
warranties regarding the payment of taxes shall remain in force and
effect as long as liability therefor remains in effect.
10. Expenses. Except as otherwise herein provided, each party hereto will
bear and pay its or his own expenses of negotiating and consummating the
transactions contemplated hereby.
11. Notices.
11.1 All notices, requests, demands, instructions or other
communications called for hereunder or contemplated hereby, shall
be in writing, shall be deemed to have been given if personally
delivered, or if mailed, by registered or certified mail, return
receipt requested, to the parties at the addresses set forth
below. The date of personal delivery shall be the date of giving
notice or if any notice, request, demand, instruction or other
communication given or made by mail in the manner prescribed above
shall be deemed to have been given three (3) business days after
the date of mailing. Any party may change the address to which
notices are given, by giving notice in the manner herein provided.
11.1.1 Notices to LSB shall be addressed as follows:
LSB Industries, Inc.
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
Attention: President
with a copy to:
LSB Industries, Inc.
16 S. Pennsylvania
Oklahoma City, OK 73107
Attention: Office of General Counsel
11.1.2 Notices to ___________ shall be addressed as follows:
_______________
__________________
_________
Santa Monica, CA 90401
Attn: President
________.
__________________
_________
Santa Monica, CA 90401
Attn: President
11.1.3 Notices to the Shareholders shall be addressed as
follows:
_________________
________________________
Santa Monica, CA 90403
__________________
_______________________
Long Beach, CA 90815
____________
_________________
Honolulu, HI 96815
11.2 The mailing of any notice, request, demand, instruction or other
communication hereunder shall be accomplished by placing such
writing in an envelope addressed to the party entitled thereto as
provided above and deposited in the United States mail, properly
stamped for delivery as a registered or certified letter.
12. LSB's Right of First Refusal on Non-Subject Shares. If, at any time, or
from time to time, should any Shareholder elect to sell, convey, assign,
or otherwise transfer to a third party or entity whomsoever the shares
of ___ owned by them that are not subject to this Agreement as part of
the Subject Shares ("Non-Subject Shares"), or any part or interest
therein, each Shareholder hereby grants to LSB the first and
preferential right and option to purchase fee simple title to the Non-
Subject Shares or to the part or interest therein which such Shareholder
intends to sell, convey, assign, or otherwise transfer, under the same
terms and conditions proposed by or to such third party or entity as
contained in a bona fide offer or conditional acceptance of offer from
such third party or entity. With respect to any proposed sale,
conveyance, assignment, contract or other transfer of the Non-Subject
Shares, each Shareholder seeking to sell Non-Subject Shares shall comply
with the following requirements:
12.1 Notice by Shareholder. Each Shareholder seeking to sell Non-
Subject Shares shall give LSB written notification of such
proposal, offer or conditional acceptance of any such offer that
has been made and accepted (subject to Buyer's first and
preferential right and option to purchase), and each Shareholder
seeking to sell Non-Subject Shares shall attach to the said
notification the tendered contract, or a true copy thereof, that
contains all necessary elements and information to constitute a
legally binding contract obligating the transferee to perform,
said contract being signed and acknowledge by said transferee, who
is ready, willing and able to perform.
12.2 Transfer of Right of Refusal. LSB shall have the right to
transfer, convey and assign to any third party whomsoever such
first and preferential right and option to purchase the Non-
Subject Shares, and the holder of such right of first refusal by
any assignment shall have the full right, power and authority to
exercise on its own behalf or for the account of itself or its
designee or assignee, any and all rights and privileges incident
thereto.
12.3 Exercise of Right. LSB shall notify in writing within fifteen
(15) business days of said written notification from each
Shareholder seeking to sell Non-Subject Shares as to LSB's
election to exercise its first and preferential right and option
to purchase the Non-Subject Shares. If LSB has not given said
notification within fifteen (15) business days, each Shareholder
seeking to sell Non-Subject Shares may proceed to close the sale
or other transfer to said third party or entity, provided that
said sale or other transfer is consummated at the same sum and
under the same terms and conditions contained in the contract
attached to said notification and on the closing dates set out
therein. If LSB (or its designee or assignee) should elect to
exercise its option to purchase, by written notification to each
Shareholder seeking to sell Non-Subject Shares within said fifteen
(15) business days, the transfer to LSB shall be consummated on
the closing date and under the same terms and conditions contained
in the contract from said third party or entity.
12.4 Continuing Right. The first and preferential right and option to
purchase shall be effective and shall apply at all times to any
and all proposed sales, conveyances, assignments, contracts and
other transfers by any Shareholder of their Non-Subject Shares or
any interest therein for a period of ten (10) years from the date
of this Agreement. Any sale, conveyance, assignment, contract or
transfer by any Shareholder of their Non-Subject Shares or any
interest therein within ten (10) years from the date hereof shall
be made expressly subject to the provisions of this right of first
refusal. Such first and preferential right and option to purchase
shall terminate on the date which is ten (10) years from the date
hereof with respect to rights which have not accrued by that date.
13. LSB's Sale of Stock. If, LSB should elect to sell the shares of ___
stock to be acquired by LSB under this Agreement (collectively the
"LSB's Shares"), or any part or interest therein, LSB agrees that it
shall provide each Shareholder that may then own any of the Non-Subject
Shares the opportunity for their Non-Subject Shares to be included in
any such sale on the same terms and conditions afforded to LSB to the
extent of their Sharing Percentage (as that term is defined below). The
"Sharing Percentage" of any Shareholder shall mean that percentage of
the total number of Shares of ___ Stock to be sold which is to be
contributed by that particular Shareholder, which percentage shall be
the same percentage that the number of Non-Subject Shares owned by that
particular Shareholder bears to the total number of all LSB's Shares and
Non-Subject Shares then outstanding. With respect to any proposed sale
of LSB's Shares, each Shareholder and LSB shall comply this the
following requirements:
13.1 Notice. LSB shall give each Shareholder then owning any of the
Non-Subject Shares, written notification of such proposal, offer
or conditional acceptance that has been made and LSB shall attach
to the said notification the tendered contract, or a true copy
thereof.
13.2 Exercise of Right. Each Shareholder shall notify LSB in writing
within fifteen (15) business days of said written notification as
to their election to exercise their right for their Non-Subject
Shares to be included in the sale. If any Shareholder has not
given said notification within fifteen (15) business days, LSB may
proceed to close the sale without participation of that
Shareholder, provided that said sale or other transfer is
consummated at the same sum and under the same terms and
conditions contained in the contract attached to said
notification.
13.3 Continuing Right. The right for the Non-Subject Shares to be
included in any such sale shall be effective and shall apply at
all times to any and all proposed sales by LSB of LSB's Shares or
any interest therein for a period of ten (10) years from the date
of this Agreement and such right shall terminate on the date which
is ten (10) years from the date hereof with respect to rights
which have not accrued by that date.
14. Miscellaneous.
14.1 Full Agreement - No Oral Modification. This Agreement embodies
all representations, warranties and agreements of the parties and
supersedes all negotiations and agreements prior to the execution
of this Agreement. This Agreement may not be altered or modified
except by an instrument in writing signed by the parties.
14.2 Benefit of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective
successors and assigns; provided, however, that no assignment of
this Agreement shall be made to any party other than any of LSB's
subsidiaries or affiliates without the written consent of the
other party, which consent shall not be unreasonably withheld.
14.3 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oklahoma applicable to
contracts made and performed entirely therein.
14.4 Counterparts. This Agreement may be executed in any number of
counterparts, which taken together shall constitute one and the
same instrument, and each of which shall be considered an original
for all purposes.
14.5 Section Headings. The section headings contained in this
Agreement are for convenience and reference only and shall not in
any way affect the meaning or interpretation of this Agreement.
14.6 Severability. All Agreements and covenants contained herein are
severable, and in the event any of them should be held to be
invalid by a court of competent jurisdiction, this Agreement shall
be interpreted and enforced as if such invalid Agreements or
covenants were not contained herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
_______________
By:
, President
_________
By:
, President
LSB INDUSTRIES, INC.
By:
___________________individually
___________________ individually
_____________ individually
Attachments:
Exhibit "A" - Form of Employment Agreement
Exhibit "B" - List of Suits, Claims, etc.
Exhibit "C" - Statement of Net Revenue Expected from _________and_________
Projects
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