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Exhibit 10.1
(See Exhibit A hereto for information to fill in blanks.)
FORM OF STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into by and between ___________,
hereinafter referred to as "Seller" and Excel Legacy Corporation, a Delaware
corporation hereinafter referred to as "Legacy", with Seller and Legacy
collectively referred to hereinafter as the "Parties".
R E C I T A L S
WHEREAS, Legacy has made an offer to Seller to purchase a certain number of
common shares, which Seller currently holds of Legacy's common stock; and
WHEREAS, Seller has agreed to sell to Legacy the specified number of shares,
based upon certain terms and conditions;
The Parties do hereby agree as follows:
1. SALE OF SHARES: Based upon the range in the trading price of the Legacy
common stock on September 25, 2000, the Parties have set the price of
the stock purchase at $2.50 per share. Both Parties agree that this is
a fair market price for purchase of such shares. Accordingly, Seller
does hereby sell, assign, transfer and quit claim to Legacy _________
shares of common stock of Legacy for a total consideration of
$_____________, effective September 25, 2000.
2. FORM OF PAYMENT: For and in consideration of Seller selling to Legacy
the shares indicated above, Legacy agrees to assume any and all
indebtedness which currently encumbers said shares. Such indebtedness
is further described in the Loan Assumption Agreement, of even date
herewith. Legacy further agrees to make, directly to the Lender, any
and all payments of interest associated with the debt which currently
encumbers these shares and agrees that upon maturity of such
indebtedness to pay in full such amount as it comes due. As of the date
of this Agreement, the amount of the indebtedness including accrual of
interest through September 25, 2000 is $____________.
3. RELEASE OF GUARANTEE: For and in consideration of Seller selling the
shares described above at the price of $2.50 per share, and for
delivering to Legacy ___________ shares, (the "Collateral Shares") of
Legacy's common stock to serve as collateral for Seller's Promissory
Note, with Legacy, dated March 31, 1998 (A copy of the Promissory Note
is attached hereto as Exhibit "A" and by reference is incorporated
herein), Legacy does hereby release any personal guarantee and recourse
obligation which Seller may have in favor of Legacy pursuant to Section
4 of the Promissory Note. The Parties agree that the outstanding loan
balance as of this date is $_____________, payable by Seller to Legacy.
Legacy agrees hereafter to look solely to the Collateral Shares for
payment of the Promissory Note, including any interest accrual and not
to require any personal guarantee or recourse
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obligation of Seller.
4. DELIVERY OF DOCUMENTS: Seller does hereby agree and covenant to deliver
to Legacy any and all documents required to transfer title of the
shares being purchased by Legacy from Seller, including the execution
of a stock power, as well as all other documents which may be required
to properly transfer good and marketable title to said shares.
This agreement is entered into as of the day and year first above written.
EXCEL LEGACY CORPORATION
BY:
-----------------------------------
GARY B. SABIN
ITS: CHIEF EXECUTIVE OFFICER
SELLER:
BY:
-----------------------------------
, AN INDIVIDUAL
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SCHEDULE A
<TABLE>
<CAPTION>
Officers Number of Shares Loan Assumed
-------- ---------------- ------------
<S> <C> <C>
Richard B. Muir 487,350 $1,218,375.70
Graham Bullick 540,451 $1,351,127.44
Eric Ottesen 536,563 $1,341,406.76
Mark Burton 484,935 $1,212,338.09
--------- -------------
2,049,299 $5,123,247.99
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</TABLE>
