EXHIBIT 10.2
EMPLOYEE RESTRICTED STOCK
PURCHASE AGREEMENT
Agreement, made this 2nd day of March, 1995, between LADD
Furniture, Inc., a North Carolina corporation (the "Company"), and
Fred L. Schuermann, Jr. (the "Employee").
For valuable consideration, receipt of which is acknowledged,
the parties agree as follows:
1. Purchase of Shares. The Employee subscribes for and,
upon acceptance, shall purchase, subject to the terms and
conditions set forth in this Agreement, 9,094 shares (the
"Shares") of common stock ("common stock"), $.10 par value, of the
Company at a purchase price of $.10 per share. The aggregate
purchase price of the Shares shall be paid by the Employee by
check, payable to the order of the Company, or such other method as
may be acceptable to the Company. Upon the Company's receipt of
payment for the Shares, the Company shall issue to the Employee one
or more certificates in the name of the Employee for that number of
Shares purchased by the Employee. The Employee agrees that the
Shares shall be subject to the Re purchase Option set forth in
Section 2 of this Agreement and the restrictions on transfer set
forth in Section 4 of this Agreement.
2. Re purchase Option.
(a) If the Employee ceases to be employed by the Company
for any reason other than death or disability or ceases to be
employed by the Company in an appropriate executive capacity (as
determined by the Company in its sole discretion), prior to March
1, 2000, the Company shall have the right and option (the
"Re purchase Option") to purchase any or all of the Shares from the
Employee at the same price as the Employee paid for the Shares.
(b) For purposes of this Agreement, employment with the
Company shall include employment with a parent or subsidiary of the
Company.
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3. Exercise of Re purchase Option and Closing.
(a) The Company may exercise the Re purchase Option by
delivering or mailing to the Employee in accordance with Section
14, written notice of exercise within 60 days after the termination
of the employment of the Employee with the Company or the date upon
which the Employee ceases to be employed in an appropriate
executive capacity (as determined by the Company in its sole
discretion). This notice shall specify the number of Shares to be
purchased. If and to the extent the Re purchase Option is not
exercised within the 60 day period, the Re purchase Option shall
automatically expire, effective upon the expiration of the 60 day
period.
(b) Within 10 days after his receipt of the Company's
notice of the exercise of the Re purchase Option pursuant to
Subsection 3(a), the Employee shall tender to the Company at its
principal offices the certificate or certificates representing the
Shares that the Company has elected to purchase, duly endorsed in
blank by the Employee or with duly endorsed stock powers attached,
all in form suitable for the transfer of the Shares of the Company.
Upon its receipt of these Shares, the Company shall deliver or mail
to the Employee a check in the amount of the aggregate Option
Price.
(c) After the time when any Shares are required to be
delivered to the Company for transfer to it pursuant to Subsection
3(b), the Company shall not pay any dividend to the Employee on
account of those Shares, or permit the employee to exercise any of
the privileges or rights of a stockholder with respect to those
shares, but shall, insofar as permitted by law, treat the Company
as the owner of the Shares.
(d) The Option Price may be payable, at the discretion
of the company, in cancellation of all or a portion of any
outstanding indebtedness of the Employee to the Company, or in cash
(by check), or both.
4. Restrictions on Transfer:
(a) Except as otherwise provided in Subsection 4(b), the
Employee shall not, during the term of the Re purchase Option,
sell, assign, transfer, pledge, hypothecate, or otherwise dispose
of, by operation of law or otherwise (collectively "transfer"), any
of the Shares, or any interest therein, unless the Shares are no
longer subject to the Re purchase Option.
(b) Notwithstanding the foregoing, the Employee may
transfer Shares to or for the benefit of any spouse, child or
grandchild, or to a trust for their benefit, provided that those
Shares shall remain subject to this Agreement, including without
limitation the restrictions on transfer set forth in this Section 4
and the Repurchase Option, and the permitted transferee shall, as
a condition to the transfer, deliver to the Company a written
instruction confirming that the transferee shall be bound by all of
the terms and conditions of this Agreement.
5. Effect of Prohibited Transfer. The Company shall not be
required:
(a) To transfer on its books any of the Shares that
shall have been sold or transferred in violation of any of the
provisions set forth in this Agreement; or
(b) To treat as owner of those Shares or to pay dividend
to any transferee to whom any of those Shares shall have been sold
or transferred.
6. Restricted Legend. All certificates representing Shares
shall have affixed thereto a legend in substantially the following
form, in addition to any other legends that may be required under
federal or state securities laws:
The shares of stock represented by this
certificate are subject to restrictions on
transfer and an option to purchase set forth
in a Stock Restriction Agreement between the
corporation and the registered owner of this
certificate (or his predecessor in interest).
This Agreement is available for inspection
without charge at the office of the Secretary
of the corporation.
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7. Investment Representations. The Employee represents,
warrants, and covenants as follows:
(a) The Employee is purchasing the Shares for his own
account for investment only, and not with a view to, or for sale
in connection with, any distribution of the Shares in violation
of the Securities Act of 1933 (the "Securities Act"), or any rule
or regulation under the Securities Act.
(b) He has had an opportunity he deems adequate to
obtain from representatives of the Company the information
necessary to permit him to evaluate the merits and risks of his
investment in the Company.
(c) He has sufficient experience in business,
financial and investment matters to be able to evaluate the risks
involved in the purchase of the Shares and to make an informed
investment decision with respect to that purchase.
(d) He can afford a complete loss of the value of the
Shares and is able to bear the economic risk of holding the
Shares for an indefinite period.
(e) He understands that:
(i) The Shares have not been registered
under the Securities Act and are "restricted
securities" within the meaning of Rule 144
under the Securities Act;
(ii) The Shares cannot be sold,
transferred, or otherwise disposed of unless
they are subsequently registered under the
Securities Act or an exemption from
registration is then available;
(iii) In any event, the exemption from
registration under Rule 144 will not be
available for at least two years and even
then will not be available unless a public
market then exists for the Common Stock,
adequate information concerning the Company
is then available to the public, and other
terms and conditions of Rule 144 are complied
with; and
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(iv) The Company has no obligation or
current intention to register the Shares
under the Securities Act.
(f) A legend substantially in the following
form will be placed on the certificate representing the
Shares:
The shares represented by this certificate
have not been registered under the Securities
Act of 1933, as amended, and may not be sold,
transferred or otherwise disposed of in the
absence of an effective registration
statement under the Act or an opinion of
counsel satisfactory to the corporation to
the effect that registration is not required.
8. Adjustments. If from time to time during the term of
the Re purchase Option there is any stock split, stock dividend,
stock distribution, or other reclassification of the Common Stock
of the Company, or any merger, consolidation, or sale of
substantially all of the assets of the Company, any and all new,
substituted, or additional securities to which the Employee is
entitled by reason of his ownership of the Shares shall be
subject immediately to: The Re purchase Option (and be included
as "Shares"), the restrictions on transfer, and other provisions
of this Agreement in the same manner and to the same extent as
the Shares, and the Option Price shall be adjusted appropriately.
9. Withholding Taxes.
(a) The Employee acknowledges and agrees that the
Company has the right to deduct from payments of any kind
otherwise due to the Employee any federal, state or local taxes
of any kind required by law to be withheld with respect to the
purchase of the Shares by the Employee.
(b) If the Employee elects, in accordance with Section
83(b) of the Internal Revenue Code of 1954, as amended, to
recognize ordinary income in the year of acquisition of the
Shares, the Company will require at the time of that election an
additional payment for
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withholding tax purposes based on the difference, if any between
the purchase price for the Shares and the fair market value of the
Shares as of the day immediately preceding the date of the purchase
of the Shares by the Employee.
10. Severability. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, and each
other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.
11. Waiver. Any provision contained in this Agreement may
be waived, either generally or in any particular instance, by the
Board of Directors of the Company.
12. Binding Effect. This Agreement shall be binding upon,
and inure to the benefit of, the Company and the Employee and
their respective heirs, executors, administrators, legal
representatives, successors, and assigns, subject to the
restrictions on transfer set forth in Section 4 of this
Agreement.
13. No Rights to Employment. Nothing contained in this
Agreement shall be construed as giving the Employee any right to
be retained, in any position, as an employee of the Company.
14. Notice. All notices required or permitted hereunder
shall be in writing and deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by
registered or certified mail, postage prepaid, addressed to the
other party at the address shown beneath his or its respective
signature to this Agreement, or at such other address or
addresses as either party shall designate to the other in
accordance with this Section 14.
15. Pronouns. Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding
masculine, feminine, or neuter forms. The singular
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form of nouns and pronouns shall included the plural, and the plural
form of nouns and pronouns shall include the singular.
16. Entire Agreement. This Agreement constitutes the
entire agreement between the parties, and supersedes all prior
agreements and understandings relating to the subject matter of
this Agreement.
17. Amendment. This Agreement may be amended or modified
only by a written instrument executed by both the Company and the
Employee.
18. Governing Law. This Agreement shall be construed,
interpreted, and enforced in accordance with the laws of North
Carolina.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
COMPANY
LADD FURNITURE, INC.
By:____________________________________
Chairman and Chief Executive Officer
Address: P. O. Box HP 3
High Point, NC 27261
EMPLOYEE
_______________________________________
Address:________________________________
________________________________
Social Sec. No.___________________________
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