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EXHIBIT 10.1.4
FIRST INTERNATIONAL BANCORP, INC.
280 TRUMBULL STREET
HARTFORD, CONNECTICUT 06130
Dated as of January 24, 2001
Mr. Brett N. Silvers
Ms. Nancy W. Silvers
61 Ledyard Road
West Hartford, CT 06117
Dear Brett and Nancy:
The undersigned First International Bancorp, Inc., a Delaware
corporation (the "Company") agrees with you as follows:
1. RECITALS.
1.1. On or about March 31, 1999, Brett N. Silvers ("Silvers")
purchased from the Company, and the Company issued to Silvers, 200,000 shares
(the "Shares") of common stock, par value $0.01 per share of the Company (the
"Common Stock"), at a purchase price of $10.00 per share. As payment of the
purchase price for the Shares, Silvers delivered to the Company $20,000 in cash
and a promissory note in the amount of $1,980,000 (the "Note"). Principal and
interest on the Note are due on April 1, 2002. To secure the payment of the
Note, Silvers pledged the Shares to the Company pursuant to the terms of a Stock
Pledge Agreement, dated March 31, 1999 (the "Pledge Agreement") between Silvers
and the Company. On April 1, 1999, Silvers transferred the Shares (subject to
the Pledge Agreement) by gift to his spouse, Nancy W. Silvers ("Seller"). As of
the date hereof, the outstanding principal on the Note is $1,980,000, and the
amount of accrued interest on the Note is $239,736 (together, the "Note
Balance").
1.2. On January 15, 2001, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with United Parcel
Service, Inc. ("UPS") and Stag Merger Company, Inc. ("Merger Sub"), pursuant to
which, at the effective time of the transactions contemplated by the Merger
Agreement, Merger Sub will be merged (the "Merger") with and into the Company,
with the Company becoming a wholly-owned subsidiary of UPS.
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1.3. Notwithstanding the fact that the Note Balance is not due
until April 1, 2002, the Merger Agreement requires, as a condition to UPS'
obligation to consummate the Merger, that the Company cause the Note to be
retired prior to the closing of the Merger.
1.4. At the meeting of the Company's Board of Directors (the
"Board") held on January 15, 2001, at which the Merger and the other
transactions contemplated by the Merger Agreement were approved by the Board,
the Board also authorized the Company to repurchase from Seller at such time as
Seller shall request of the Company, at the closing price of the Common Stock on
the trading day immediately prior to such purchase, certain shares of Common
Stock held by Seller, including the Shares, and apply the purchase price from
such sale to the repayment of the Note Balance.
1.5. By letter dated January 24, 2001, a copy of which is
attached hereto as Exhibit A, Seller requested that the Company purchase from
Seller 241,600 shares of Common Stock, including the Shares, at $9.1875 per
share, which price per share is the same as the closing price of the Common
Stock on the NASDAQ National Market System on January 23, 2001, the trading day
immediately preceding Seller's letter. In addition, such letter also requests
that the Company apply the proceeds of the purchase of such shares to the
repayment of the Note Balance.
2. PURCHASE AND SALE OF SHARES.
2.1. PURCHASE AND SALE OF SHARES. Subject to the terms and
conditions of this Agreement, at the Closing (as defined in Section 3.1), the
Company shall purchase from Seller, and Seller shall sell to the Company, at the
Per Share Purchase Price (as defined in Section 2.2 hereof), 241,600 shares of
Common Stock held by Seller, including the Shares (the "Purchased Shares"). The
purchase of the Purchased Shares by the Company, and the sale of the Purchased
Shares by Seller is hereinafter referred to as, the "Sale."
2.2. PURCHASE PRICE. In consideration for the sale of the
Purchased Shares pursuant to Section 2.1 hereof, the Company shall pay to
Seller, in the manner provided for in Section 2.3 hereof, for each Share, a per
Share price of $9.1875 (the "Per Share Price"), which Per Share Price is the
same as the closing price of the Common Stock on the NASDAQ National Market
System on January 23, 2001, the trading day immediately preceding Seller's
letter, for an aggregate purchase price for all Purchased Shares of $2,219,700
(the "Aggregate Purchase Price").
2.3. APPLICATION OF PURCHASE PRICE; CANCELLATION OF NOTE. The
Company shall not pay the Aggregate Purchase Price to Seller, rather, at the
request of Seller, the Company shall apply the Aggregate Purchase Price to the
repayment of the Note Balance. Upon delivery by Silvers of the amount required
pursuant to Section
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3.2.2(b) hereof, together with the application of the Aggregate Purchase Price
to the repayment of the Note Balance as provided herein, the Company hereby
acknowledges and agrees (a) that the entire Note Balance shall have been repaid
in full, (b) to cancel the Note, and (c) that the Pledge Agreement shall be
terminated and be of no further force and effect.
3. CLOSING.
3.1. THE CLOSING. The Sale shall take place at a closing (the
"Closing") to be held on January 29, 2001 at the offices of the Company. The
date on which the Closing occurs is hereinafter referred to as the "Closing
Date."
3.2. DELIVERIES AT CLOSING.
3.2.1. DELIVERIES AT CLOSING BY THE COMPANY. At the
Closing, the Company shall deliver to Silvers the Note cancelled in
accordance with its terms.
3.2.2. DELIVERIES AT CLOSING BY SELLERS AND SILVERS.
At the Closing, (a) Seller shall deliver to the Company all stock
certificates representing the Purchased Shares and (b) Silvers shall
deliver to the Company a check in the amount of $36.00, representing
the difference between the Note Balance and the Aggregate Purchase
Price. To the extent that Seller delivers to the Company stock
certificates representing shares of Common Stock in excess of the
Purchased Shares, the Company will cause to be issued to Seller or her
designee a stock certificate representing such excess shares.
4. ACKNOWLEDGEMENT. Each of the parties hereto hereby
acknowledges and agrees that, effective upon the Closing, in consideration of,
and conditioned upon, the application of the Aggregate Purchase Price to the
repayment of the Note Balance and the payment by Silvers set forth in Section
3.2.2(b) hereof, all of the respective obligations of each of the parties hereto
under the Note and the Pledge Agreement shall have been satisfied in full.
5. ENTIRE AGREEMENT. Except as otherwise expressly set forth
herein, this Agreement embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors.
No party hereto shall assign this Agreement without the consent of the other
parties hereto.
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7. COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which will be an original and all of which taken together
will constitute one and the same agreement.
8. AMENDMENT AND WAIVER. No modification, amendment or waiver of
any provision of this Agreement will be effective against any party hereto
unless such modification, amendment or waiver is approved in writing by each
party hereto. The failure of any party to enforce any of the provisions of this
Agreement will in no way be construed as a waiver of such provisions and will
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
9. GOVERNING LAW; VENUE. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY
THE LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW). Each of the parties hereto irrevocably consents to the jurisdiction of
any state or federal court in the STATE OF CONNECTICUT with respect to the
subject matter arising out of this Agreement and hereby irrevocably agrees that
all claims in respect OF such action or proceeding may be heard and determined
in such state or federal court. each of the parties hereto further irrevocably
waives any objection which it may have at any time to the venue of any suit,
action or proceeding arising out of or relating to this Agreement brought in
such federal or state court.
10. SEVERABILITY. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement shall remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or
unenforceable. The parties further agree to replace such invalid or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other
purposes of such invalid or unenforceable provision.
11. FURTHER ASSURANCES. Each party hereto agrees to execute such
further documents as any other party hereto may reasonably request in order to
give effect to this Agreement and to carry out and evidence the transactions
contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and day first set forth above.
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ Arnold L. Chase
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Name: Arnold L. Chase
Title: Director
By: /s/ Cheryl A. Chase
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Name: Cheryl A. Chase
Title: Director
By: /s/ Leslie A. Galbraith
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Name: Leslie A. Galbraith
Title: Executive Vice President
BRETT N. SILVERS
/s/ Brett N. Silvers
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NANCY W. SILVERS
/s/ Nancy W. Silvers
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