1
EXHIBIT 10.ee
SUBSCRIPTION AGREEMENT
----------------------
This Subscription Agreement (the "Agreement") is made and effective this 25th
day of July, 1997 by and between Huffy Corporation, an Ohio corporation (the
"Issuer"), and Don R. Graber (the "Subscriber") pursuant to the terms and
conditions contained herein and in the Issuer's 1988 Stock Option Plan and
Restricted Share Plan ("1988 Plan"), under the following conditions:
A. The Subscriber was granted an award of 90,000 restricted shares of the
Issuer's Common Stock at a purchase price of $1.00 per share, and is
eligible to purchase such restricted shares at the rate of one-third of
total grant on and after July 25, 1997, another one-third of the total
grant on and after July 25, 1998, and the final one-third on and after
July 25, 1999.
B. The Subscriber now wishes to enter into this Agreement to purchase those
30,000 restricted shares available for purchase on and after July 25,
1997.
NOW, THEREFORE, the parties hereto agree as follows:
1. SECURITIES PURCHASED. Issuer hereby agrees to sell and Subscriber agrees
to purchase 30,000 Restricted Shares of the Issuer's Common Stock with
$1.00 par value (the "Restricted Shares") at an aggregate cash purchase
price of $30,000, being $1.00 per share (the "Purchase Price"), payable
upon the terms contained herein.
2. PAYMENT TERMS.
a. The Purchase Price shall be paid in full by the Subscriber on or
before July 25, 2007 (a) by setting off against such Purchase
Price one hundred percent (100%) of the cash dividends payable
with respect to the Restricted Shares (no profit sharing or other
bonuses to which the Subscriber becomes entitled after the date of
subscription shall be set off against the Purchase Price) and (b)
in cash in United States Dollars (including check, bank draft or
money order). The Subscriber shall have the right to prepay all or
any part of the Purchase Price by cash payments to the Issuer at
any time. The Board of Directors may not call for payment of any
unpaid portion of the Purchase Price prior to ten (10) years from
the date of the subscription. No interest will be charged to the
Subscriber on the unpaid balance of the Purchase Price.
b. Each installment of the Purchase Price paid pursuant to this
Agreement shall be credited pro rata among the Restricted Shares
which are the subject of this Agreement, and no portion of the
Restricted Shares shall be deemed fully paid until the Purchase
Price of all of the Restricted Shares which are the subject of
this Agreement is paid in full.
2
3. DEFAULT.
In case of default in the payment of the Purchase Price, the Issuer
shall, subject to compliance with Section 1701.35 of the Ohio Revised
Code, after thirty (30) days' notice setting forth such default has been
given to the Subscriber by certified mail at the Subscriber's address on
the Issuer's books, release the Restricted Shares from subscription and
treat as retired the shares subject to the subscription which have not
been fully paid. In such event, the Subscriber shall no longer be liable
for the unpaid portion of the Purchase Price and shall receive a refund
of any portion of the Purchase Price paid pursuant to this Agreement
prior to such default, without interest.
4. RESTRICTED PERIOD.
a. The Restricted Shares may only be purchased from July 25, 1997
through July 25, 2007. The "Restricted Period" shall commence on
July 25, 1997 and shall continue until the earlier of July 25,
2007 or payment in full of the Purchase Price. The Restricted
Shares may not be sold, margined, assigned, transferred, pledged
or otherwise encumbered during the Restricted Period.
b. The Subscriber will recognize income at the time such restrictions
lapse in an amount equal to the difference between the fair market
value of the Restricted Shares at the time such restrictions lapse
and the Purchase Price paid by the Subscriber for the Restricted
Shares (including dividends on the Restricted Shares set off
against the Purchase Price), less any amounts of such payments
treated as interest under the imputed interest rules, which rules
treat part of the Purchase Price payments as interest since
interest is not otherwise stated to be due on the deferred
Purchase Price. The federal income tax basis for the shares will
be the amount paid for the shares plus the income recognized.
c. The dividends will be recognized by the Subscriber as income
either when the restrictions on the Restricted Shares lapse or
when, in the case of any default in payment by the Subscriber or
termination of employment of the Subscriber, such dividends
previously set off against the Purchase Price are refunded to the
Subscriber.
5. TERMINATION OF EMPLOYMENT.
a. If the Subscriber ceases to be an employee of the Issuer or a
subsidiary during the Restricted Period for any cause other than
(i) death, (ii) disability, (iii) retirement under any pension
plan for salaried employees, or (iv) within three (3) months
following a Change in Control of the Company (as defined in the
1988 Plan), all Restricted Shares which are subject to the
restrictions set forth in Section 4(a) shall, upon such
termination of employment, be forfeited and returned to the
Issuer. If a Subscriber ceases to be an employee of the Issuer or
a subsidiary during the Restricted Period by reason of death,
disability, retirement under any pension plan for salaried
employees, or within three (3) months following a Change in
Control of the Issuer (as defined in the 1988 Plan), the
restrictions set forth in Section 4(a) shall terminate. The
Compensation Committee of the Issuer's Board of Directors may at
any time and in its sole discretion accelerate or waive the
restrictions remaining in respect of the Restricted Shares.
-2-
3
b. Upon termination of employment of Subscriber for any reason
whatsoever, including retirement or death, the Subscriber or his
legal representative may elect, within three (3) months after the
happening of such event, to pay the entire balance due upon the
Purchase Price of the Restricted Shares which are freed of
restrictions and not forfeited pursuant to the previous paragraph,
and thereupon receive delivery of the stock certificate. If such
payment shall not be made within such period, the Company will
treat the failure to pay as a default in payment of the Purchase
Price as provided in Section 3 of this Agreement.
6. RIGHTS AS SHAREHOLDER.
The Subscriber will become a shareholder of record as of the date set
forth above and shall have the right to vote the Restricted Shares at any
meeting of the Issuer's shareholders, to receive dividends declared and
paid thereon, if any, and to receive all communications furnished by the
Issuer to its shareholders. All cash dividends payable with respect to
the Restricted Shares will be credited to and applied against the unpaid
balance of the Purchase Price.
7. GENERAL PROVISIONS.
a. This Agreement constitutes the entire agreement between the
parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between
the parties hereto relating to the transactions contemplated
herein or the subject matter hereof.
b. All notices and other communications from any party hereto to any
other party hereto shall be sent either by facsimile with written
confirmation following via first-class mail, or via first-class
mail or certified mail, postage prepaid, to Issuer at its
principal offices at 225 Byers Road, Miamisburg, Ohio 45342,
Attention: Vice President General Counsel and Secretary and to
Subscriber at his address as found on the records of the Issuer.
c. No term hereof may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought.
d. The headings in this Agreement are for the purposes of convenience
of reference only and shall not be deemed to constitute a part
hereof.
e. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Ohio.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the date
first above written.
SUBSCRIBER HUFFY CORPORATION (ISSUER)
/s/ Don R. Graber By: /s/ Nancy A. Michaud
- ----------------------------- ---------------------------------
Don R. Graber Its: Vice President - General Counsel
and Secretary
-3-