EXHIBIT 10.16
STOCK REDEMPTION AGREEMENT
This AGREEMENT effective as of June 21, 1994 is between Marten Transport,
Inc., a Delaware corporation (the "COMPANY"), and Darrell D. Rubel, as
Personal Representative of the Estate of Roger R. Marten (the "SHAREHOLDER").
WHEREAS, the Shareholder desires to sell to the Company, and the Company
desires to purchase from the Shareholder, an aggregate of Five Hundred Thousand
(500,000) shares of the common stock of the Company (the "SHARES"), subject to
all of the terms and conditions of this Agreement hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. REDEMPTION OF THE SHARES.
1.1 AGREEMENT FOR PURCHASE AND SALE OF SHARES. Subject to the
satisfaction of the conditions to closing of the transaction contemplated hereby
as hereinafter set forth, the Shareholder hereby agrees to sell to the Company,
and the Company hereby agrees to purchase from the Shareholder, the Shares for a
purchase price of $16.00 per share, or an aggregate purchase price of Eight
Million Dollars ($8,000,000) (the "REDEMPTION PRICE").
1.2 CLOSING. Unless this Agreement shall have been terminated, and
subject to the satisfaction of the conditions to closing of the transaction
contemplated hereby hereinafter set forth, a closing (the "CLOSING") will be
held on June 21, 1994 at 11:00 a.m. at the offices of Oppenheimer Wolff &
Donnelly, Plaza VII, Suite 3400, 45 South Seventh Street, Minneapolis,
Minnesota, or at such other place or at such other time as the parties hereto
may mutually agree, at which time and place the documents and instruments
necessary or appropriate to effect the transaction contemplated hereby will be
exchanged by the parties. Specifically, and not in limitation of the foregoing,
at the Closing, the Shareholder will deliver a certificate or certificates in
proper form and duly endorsed for transfer representing the Shares, and the
Company will pay to the Shareholder the Redemption Price by certified check,
federal wire transfer or interbank transfers.
1.3 PAYMENT OF COSTS OF FAIRNESS OPINION. The Shareholder hereby
agrees to pay all of the fees and expenses payable by the Company pursuant to
the engagement by the Company of Alex. Brown & Sons Incorporated ("ALEX.
BROWN") to render an opinion to the Board of Directors of the Company as to
the fairness to the Company of the transaction contemplated hereby. The Company
is hereby authorized to deduct from the Redemption Price any such amount payable
to Alex. Brown, and the Shareholder hereby agrees to pay directly to Alex. Brown
or reimburse the Company for any such fees and expenses that may become payable
that are not so deducted from the payment of the Redemption Price.
2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. The Shareholder
hereby represents and warrants to the Company as follows:
2.1 TITLE TO SHARES. The Shareholder is the record and beneficial
owner of the Shares, free and clear of all liens, encumbrances and claims of
every kind, and the delivery of the Shares by the Shareholder to the Company
under this Agreement will transfer to the Company valid title to the Shares,
free and clear of all liens, charges, encumbrances and claims of every kind.
There are no actions, suits or proceedings against the Shareholder affecting the
title to any of the Shares or the right of the Shareholder to execute, deliver
and perform its obligations under this Agreement.
2.2 AUTHORITY. The Shareholder has the full legal right, power and
authority to execute, deliver and perform its obligations under this Agreement
and to consummate the transaction contemplated hereby. This Agreement has been
duly and validly executed and delivered by, and constitutes the valid and
binding agreement of, the Shareholder, enforceable against the Shareholder in
accordance with its terms.
2.3 NO CONFLICT. The execution and delivery of this Agreement by the
Shareholder and the consummation of the transaction contemplated hereby will not
(a) conflict with, or result in any breach of any material terms, conditions or
provisions of, or constitute a default under, or result in the imposition of any
lien or encumbrance upon any assets or property of the Shareholder pursuant to,
any applicable law, administrative regulation or judgment, or any contract to
which the Shareholder is a party or by which its properties, assets or rights
may be bound or affected, (b) violate any provision of any law, rule or
regulation of any administrative agency or governmental body applicable to the
Shareholder, or any decree of any court, arbitrator or governmental body
applicable to the Shareholder, or (c) require any filing with, or license,
permit, consent or other approval of, any third party or governmental body.
2.4 INVESTMENT REPRESENTATIONS.
(a) The Shareholder acknowledges that the Shareholder has received
such material information as has been requested, and has had an
opportunity to ask questions of and receive answers from management of the
Company to the extent deemed necessary by the Shareholder, in order to
enable the Shareholder to become fully familiar with the financial
condition, business and affairs of the Company. The Shareholder,
therefore, confirms the Company's understanding that the Shareholder is
fully aware of and advised concerning the present financial condition of
the Company, the administration of its business affairs and its prospects
for future business.
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(b) The Shareholder, either alone or with the assistance of its
professional advisors, has such knowledge and experience in financial and
business matters that it is capable of reading and interpreting financial
statements and evaluating the merits and risks of the transaction
contemplated hereby.
(c) The Shareholder has obtained, to the extent it deems
necessary, its own personal professional advice with respect to the
transaction contemplated hereby in light of its financial condition and
investment needs.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Shareholder as follows:
3.1 AUTHORITY. The Company has the full legal right, power and
authority to execute, deliver and perform its obligations under this Agreement
and to consummate the transaction contemplated hereby. This Agreement has been
duly and validly executed and delivered by, and constitutes the valid and
binding agreement of, the Company, enforceable against the Company in accordance
with its terms.
3.2 NO CONFLICT. The execution and delivery of this Agreement by the
Company and the consummation of the transaction contemplated hereby will not (a)
conflict with, or result in any breach of any material terms, conditions or
provisions of, or constitute a default under, or result in the imposition of any
lien or encumbrance upon any assets or property of the Company pursuant to, any
applicable law, administrative regulation or judgment, or any contract to which
the Company is a party or by which its properties, assets or rights may be bound
or affected, (b) violate any provision of any law, rule or regulation of any
administrative agency or governmental body applicable to the Company, or any
decree of any court, arbitrator or governmental body applicable to the Company,
or (c) require any filing with, or license, permit, consent or other approval
of, any third party or governmental body.
4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the Shareholder and the Company shall
survive the execution and delivery of this Agreement and the consummation of the
transaction contemplated hereby regardless of any investigation that may have
been made at any time by or on behalf of the party to which such
representations, warranties, covenants and agreements are made.
5. CONDITIONS TO CLOSING. Notwithstanding any other provision of this
Agreement to the contrary, the obligation of the Company to effect the
transaction contemplated hereby shall be subject to the satisfaction at or prior
to the Closing of each of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES TRUE. The representations
and warranties of the Shareholder contained in
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this Agreement shall be in all material respects true, complete and
accurate as of the date when made and at and as of the time of the Closing
as though such representations and warranties were made at and as of such
time, except for changes specifically permitted or contemplated by this
Agreement.
(b) REQUIRED APPROVALS AND CONSENTS. All approvals and consents
of or from any third party or any governmental authority required to
consummate the transaction contemplated hereby shall have been delivered,
made or obtained, and the Company shall have received copies thereof.
(c) NO ADVERSE CHANGES. No adverse changes shall have occurred
after the date hereof in the business or financial condition of the
Company or in the trading price of the common stock of the Company.
(d) NO PROCEEDING OR LITIGATION. No suit, action,
investigation, inquiry or other proceeding by any third party or any
governmental body shall have been instituted or threatened which questions
the validity or legality of the transaction contemplated hereby or which,
if successfully asserted, would individually or in the aggregate,
otherwise have a material adverse effect on the business or financial
condition of the Company.
(e) OPINION OF COUNSEL TO THE SHAREHOLDER. The Company shall
have received an opinion of legal counsel to the Shareholder, in form and
substance satisfactory to the Company, to the following effect:
(i) The Shareholder is the record and beneficial owner of the
Shares, free and clear of all liens, encumbrances and claims of
every kind, and the delivery of the Shares by the Shareholder to the
Company under this Agreement will transfer to the Company valid
title to the Shares, free and clear of all liens, charges,
encumbrances and claims of every kind. There are no actions, suits
or proceedings against the Shareholder effecting the title to any of
the Shares or the right of the Shareholder to execute, deliver and
perform its obligations under this Agreement.
(ii) The Shareholder has the full legal right, power and
authority to execute, deliver and perform its obligations under this
Agreement and to consummate the transaction contemplated hereby.
This Agreement has been duly and validly executed and delivered by,
and constitutes the valid and binding agreement of, the Shareholder,
enforceable against the Shareholder in accordance with its terms.
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(iii) The execution and delivery of this Agreement by the
Shareholder and the consummation of the transaction contemplated
hereby will not (a) conflict with or result in any breach of any
material terms, conditions or provisions of, or constitute a default
under, or result in the imposition of any lien or encumbrance upon
any assets or property of the Shareholder pursuant to, any
applicable law, administrative regulation or judgment or any
contract to which the Shareholder is now a party or by which its
properties, assets or rights may be bound or affected, (b) violate
any provision of any law, rule or regulation of any administrative
agency or governmental body applicable to the Shareholder, or any
decree of any court, arbitrator or governmental body applicable to
the Shareholder, or (c) require any filing with, or license, permit,
consent or other approval of, any third party or governmental body.
(f) OPINION OF ALEX. BROWN. The Company shall have received a
favorable opinion of Alex. Brown, in form and substance satisfactory to
the Company, to the effect that the transaction contemplated hereby is
fair to the Company from a financial point of view.
(g) FINANCING. The Company shall have obtained, on terms
satisfactory to the Company in its sole discretion, such financing as may
be necessary for the Company to consummate the transaction contemplated
hereby.
(h) ACCEPTANCE BY COUNSEL. The form and substance of all legal
matters contemplated hereby and of all instruments and documents delivered
hereunder shall be in form and substance reasonably satisfactory to
counsel to the Company.
6. MISCELLANEOUS.
6.1 TERMINATION. This Agreement may be terminated and the transaction
contemplated hereby may be abandoned at any time, but not later than the
Closing, upon the following terms:
(i) by mutual written consent of the Company and the Shareholder; or
(ii) by the Company on or after June 23, 1994 if any of the
conditions provided for in Section 5 of this Agreement shall not have been
satisfied or waived in writing by the Company prior to such date; or
(iii) by the Shareholder on or after June 23, 1994 if the
transaction contemplated hereby shall not have been consummated on or
before such date.
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6.2 PUBLIC ANNOUNCEMENTS. The Shareholder acknowledges and
understands that the Company will make a public announcement of the transaction
contemplated hereby as may be necessary or appropriate in accordance with
applicable law. The Shareholder agrees that it will not make any public
statement or issue any release relating to the transaction contemplated hereby
without the prior written consent of the Company.
6.3 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Wisconsin.
6.4 ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNMENT. This Agreement
collectively sets forth the entire agreement and understanding of the parties
with respect to the transaction contemplated hereby and supersedes all prior
agreements, arrangements, and understandings relating to the subject matter
hereof or thereof. All of the terms, representations and warranties of this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto and their respective successors, heirs at law, legatees,
distributees, executors, administrators and other legal representatives.
6.5 FURTHER ASSURANCES. Each party to this Agreement will, on or at
any time after the date hereof, execute such further documents or instruments
and take such further actions as may reasonably be requested by any other party
to this Agreement to effect the purposes of this Agreement.
6.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together shall constitute but one instrument.
IN WITNESS WHEREOF, the parties duly executed this Agreement as of the day
and year first written above.
COMPANY:
MARTEN TRANSPORT, LTD.
By: \s\ Randolph L. Marten
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Its: CHAIRMAN
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SHAREHOLDER:
\s\ Darrell D. Rubel
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Darrell D. Rubel, as Personal Representative
of the Estate of Roger R. Marten
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