EXHIBIT 10.13
SECOND
RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK AGREEMENT
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THIS EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March
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7, 2000, between Ranger Aerospace Corporation, a Delaware corporation (the
"Company"), and Stephen D. Townes ("Executive").
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The Company and Executive desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell to Executive, (i) 800
shares of the Company's Class B Non-Voting Common Stock, par value $0.01 per
share (the "Common Stock"), at a price of $100 per share, and (ii) 120 shares of
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the Company's Redeemable Preferred Stock, par value $.01 per share (the
"Preferred Stock," and together with the Common Stock, the "Shares" or the
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"Executive Stock"), at a price of $1,000 per share. Certain definitions are set
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forth in paragraph 6 of this Agreement.
The parties hereto agree as follows:
1. Purchase and Sale of Executive Stock.
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(1) Upon execution of this Agreement, Executive shall purchase, and the
Company shall sell to Executive, 800 shares of Common Stock and 120 shares of
Preferred Stock for an aggregate purchase price of $200,000. The Company shall
deliver to Executive certifi-cates repre-senting the Shares upon payment by
Executive of the purchase price therefor by cashier's or certified check or wire
transfer of immediately available funds. Executive may elect, in his sole
discretion, to cause one or more of his own independent retirement accounts or
similar accounts (collectively, the "IRA") to purchase the Executive Stock on
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the condition that Executive causes the IRA to be bound by the provisions of
this Agreement to the same extent as Executive is bound. If Executive makes
such an election, the Company shall take all reasonably necessary or desirable
action to facilitate such purchase by the IRA.
(2) In connection with the purchase and sale of the Shares hereunder,
Executive represents and warrants to the Company that:
(1) Execu-tive Stock to be acquired by Executive pursuant to this Agreement
shall be acquired for Executive's own account and not with a view to, or
intention of, distribu-tion thereof in violation of the Securities Act, or any
applicable state securities laws, and Executive shall not dispose of any shares
of Executive Stock in contravention of the Securities Act or any applicable
state securities laws.
(2) Executive is an employee of the Company or one of its subsidiaries, is
sophisticated in financial matters and is able to evaluate the risks and
benefits of an investment in Executive Stock.
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(3) Executive is able to bear the economic risk of his or her investment in
Executive Stock for an indefinite period of time. Executive understands that
shares of Executive Stock have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequent-ly registered under the
Securities Act or an exemption from such registration is available.
(4) Executive has had an opportunity to ask questions and receive answers
concerning the terms and conditions of the offering of Executive Stock and has
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had full access to (A) such other information concerning the Company and the
offering of Executive Stock hereunder as he or she has requested and (B) such
other information which Executive deemed necessary and desirable to make an
informed investment decision regarding the purchase of Executive Stock
hereunder.
(5) This Agreement constitutes the legal, valid and binding obligation of
Executive, enforceable in accordance with its terms, and the execution, delivery
and performance of this Agreement by Executive does not and shall not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject.
(3) As an inducement to the Company to issue Executive Stock to Executive
hereunder, and as a condition thereto, Executive acknowledges and agrees that:
(1) neither the issuance of Executive Stock to Executive hereunder nor any
provision contained herein shall entitle Executive to remain in the employment
of the Company or its subsidiaries or affect the right of the Company or its
subsidiaries to terminate Executive's employment at any time; and
(2) neither the Company nor its subsidiaries shall have any duty or
obligation to disclose to Executive, and Executive shall have no right to be
advised of, any information regarding the Company or its subsidiaries at any
time prior to, upon or in connection with the repurchase of Executive Stock upon
the termination of Executive's employment with the Company or its
subsidiaries or as otherwise provided hereunder.
(4) The Company and Executive acknowledge and agree that this Agreement has
been executed and delivered, and Executive Stock has been issued hereunder, in
connection with and as a part of the compensation and incentive arrangements
between the Company and Executive.
2. Restrictions on Transfer of Executive Stock. Executive shall not sell,
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pledge or otherwise transfer any interest in any Executive Stock except pursuant
to: (i) a Public Sale, (ii) the provisions of paragraph 4 hereof, (iii)
paragraphs 3 or 4 of the Security Holders Agreement dated April 1, 1998 as
amended by and among the parties hereto and other parties, or (iv) upon the
death of Executive pursuant to his or her will or the laws of descent and
distribution.
3. Additional Restrictions on Transfer.
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(1) The certificates representing shares of Executive Stock shall bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH
7, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN
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THE ABSENCE OF AN EFFECTIVE REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE SECURITIES LAWS OR AN EXEMP-TION FROM REGISTRATION THEREUN-DER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL HOLDER OF SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF MARCH
7, 2000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT
MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE."
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(2) Holdback. In connection with any Public Sale, Executive agrees to comply
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with the terms of any underwriting agreement (or other related agreement)
that is approved by the Board and entered into by the holders of a majority of
shares in the Company.
4. Sale of the Company.
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(1) Consent to Sale of the Company. If the Board and the holders of a
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majority of the Company's Common Stock then out-standing approve a Sale of the
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Company (the "Approved Sale"), Executive shall consent to and raise no
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objections against the Approved Sale of the Company. If the Approved Sale is
structured as a sale of stock, Executive shall agree to sell all Executive Stock
on the terms and conditions approved by the Board and the holders of a
majority of the Common Stock then outstanding. If the Approved Sale is
structured as a merger, Executive shall approve the merger and agree to waive
all dissenters, approval or similar rights he or she may have in connection
therewith. Executive shall take all necessary and desirable actions in
connection with the consummation of any Approved Sale as reasonably requested by
the Board or holders of a majority of the Company's Common Stock then
outstanding.
(2) Conditions to Obligation. The obligations of Executive with respect to
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the Approved Sale are subject to the satisfaction of the following conditions:
(i) upon the consummation of the Approved Sale, Executive shall receive the same
form of consideration and the same portion of the aggregate consideration
that Executive would have received if such aggregate consideration had been
distributed by the Company in complete liquidation pursuant to the rights and
preferences set forth in the Company's Certificate of Incorporation as in effect
immediately prior to the consummation of the Approved Sale; (ii) if any other
holder of capital stock of the Company is given an option as to the form and
amount of consideration to be received, Executive shall be given the same
option.
(3) Purchaser Representative. If the Company or the holders of the
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Company's securities enter into any negotiation or transaction for which Rule
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506 (or any similar rule then in effect) promulgated by the Securities Exchange
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Commission may be available with respect to such negotiation or transaction
(in-cluding a merger, consolidation or other reorganization), Executive shall,
at the request of the Company, appoint a purchaser repre-sentative (as such term
is defined in Rule 501) reasonably acceptable to the Company. If Executive
appoints the purchaser repre-sentative designated by the Company, the Company
shall pay the fees of such purchaser representative, but if Executive declines
to appoint the purchaser representative designated by the Company Executive
shall appoint another purchaser representative (reasonably acceptable to the
Company), and shall be responsible for the fees of the purchaser representative
so appointed.
(4) Termination of Restrictions. The provisions of this paragraph 4 shall
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terminate with respect to any shares of Executive Stock when such shares have be
sold in a Public Sale.
5. Rule 701 Under the Securities Act. Executive and the Company hereby
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acknowledge and agree that the purchase and sale of securities contemplated
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hereunder is part of the compensation arrangements between Executive and the
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Company and its subsidiaries, and that this Agreement is a written contract
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relating to the compensation of Executive. The securities purchased by
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Executive hereunder are being issued in reliance on the exemption from
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registration provided in Rule 701 promulgated by the Securities and Exchange
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Commission under the Securities Act and are "restricted securities" within the
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meaning of Rule 144 under the Securities Act. Executive hereby covenants and
agrees that he will sell the securities purchased hereunder only pursuant to
registration under the Securities Act, or pursuant to an exemption from
registration available thereunder.
1.
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6. Definitions.
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"Board" shall mean the Board of Directors of the Company.
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"Common Stock" shall mean the Company's Class B Non-Voting Common Stock,
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par value $.01 per share, or, in the event that the outstanding Common Stock is
hereafter changed into or exchanged for different stock or securities of the
Company, such other stock or securi-ties.
"Company" shall mean Ranger Aerospace Corporation, a Delaware corporation.
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"Executive Stock" shall continue to be Executive Stock in the hands of any
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holder other than Executive (except for the Company and the Significant
Stockholders and except for transferees in a Public Sale), and except as
otherwise provided herein, each such other holder of Executive Stock shall
succeed to all rights and obliga-tions attributable to Executive as a holder of
Executive Stock hereunder. Executive Stock shall also include shares of the
Company's capital stock issued with respect to Executive Stock by way of a stock
split, stock dividend or other recapitalization.
"Public Sale" means any sale to the public pursuant to an offering under
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the Securities Act or to the public pursuant to Rule 144 promulgated under the
Securities Act effected through a broker, dealer or market maker.
"Sale of the Company" means a merger or consolidation effecting a change in
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control of the Company, a sale of all or substantially all of the Company's
assets or a sale of a majority of the Company's outstanding voting securities.
"Securities Act" means the Securities Act of 1933, as amended from time to
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time, and any successor statute.
"Transfer" means to sell, transfer, assign, pledge or otherwise dispose of
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(whether with or without consideration and whether voluntarily or involuntarily
or by operation of law).
7. Notices. All notices, demands or other communications to be given or
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delivered under or by reason of the provisions of this Agreement shall be in
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writing and shall be deemed to have been given when delivered personally, mailed
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by certified or registered mail (return receipt requested and postage prepaid),
or sent by facsimile (with facsimile transmission information and hard copy to
follow by regular mail) to the recipient. Such notices, demands and other
communications shall be sent to you and to the Company at the addresses
indicated below:
1.
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(1) If to Executive:
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To the address set forth in the books and records of the Company
(2) If to the Company:
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Ranger Aerospace Corporation
1815 Griffin Road, Suite 300
Fort Lauderdale International Airport
Fort Lauderdale, Florida 33004-2252
Attention: President
With a copy to:
CIBC Wood Gundy Ventures. Inc.
425 Lexington Avenue, 3rd Floor
New York, NY 10017
Telephone: (212) 885-4400
Facsimile: (212) 885-4493
Attention: Jay Levine
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
8. General Provisions.
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(1) Transfers in Violation of Agreement. Any Transfer or attempted Transfer
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of any Executive Stock in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Executive Stock as the owner of such
stock for any purpose.
(2) Severability. Whenever possible, each provision of this Agreement shall
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be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
(3) Entire Agreement. This Agreement constitutes the entire understanding
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between Executive and the Company, and supersedes all other agreements, whether
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written or oral, with respect to the acquisition by Executive of Executive Stock
of the Company.
(1)
(4) Counterparts. This Agreement may be executed simultaneously in two or
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more counterparts, each of which shall constitute an original, but all of which
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taken together shall constitute one and the same Agreement.
(5) Successors and Assigns. Except as otherwise expressly provided herein,
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all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.
(6) Governing Law. The corporate law of Delaware shall govern all questions
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concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement shall be governed by the internal law, and not the law of conflicts,
of Delaware.
(7) Remedies. The parties hereto shall be entitled to enforce their rights
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under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing
in their favor. The parties hereto acknowledge and agree that money damages
would not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto may, in its sole discretion, apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.
(8) Amendment and Waiver. Except as otherwise provided herein, any
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provision of this Agreement may be amended or waived only with the prior written
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consent of Executive and the Company.
(9) Business Days. If any time period for giving notice or taking action
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hereunder expires on a day which is a Saturday, Sunday or legal holiday in the
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state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.
(10) Descriptive Headings. The descriptive headings of this Agreement are
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inserted for convenience only and do not constitute a part of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
RANGER AEROSPACE CORPORATION,
By:______________________________
Its: ______________________________
EXECUTIVE
_________________________________
Stephen D. Townes
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