8
EXHIBIT 10.5
AMENDED AND RESTATED
RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK AGREEMENT
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THIS AMENDMENT (this "Amendment") to the Ranger Aerospace Corporation
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Executive Stock Agreement by and between Ranger Aerospace Corporation, a
Delaware corporation, Aircraft Services International Group, Inc., a Delaware
corporation, (both herein referred to as the "Company") and Stephen D. Townes
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("Executive") is made as of March 7, 2000.
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WHEREAS, the Parties desire to amend certain provisions of the Ranger
Aerospace Corporation Executive Stock Agreement, dated as of April 2, 1998 (the
"Executive Stock Agreement").
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NOW, THEREFORE, the parties to this Amendment hereby agree that the Executive
Stock Agreement is amended and restated to read as follows:
THIS AGREEMENT is made as of April 2, 1998, between Ranger Aerospace
Corporation, a Delaware corporation (the "Company") and Stephen D. Townes
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("Executive").
The Company and the Executive desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell, 2,663 shares (the
"Purchased Shares") of the Company's Class A Common Stock, par value $.01 per
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share (the "Class A Common Stock") at a price of $100 per share. Together, the
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Class A Common Stock, the Class B Common Stock, par value $.0l per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the "Common
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Stock"), 10 % Subordinated Notes (the "Notes") and the Series A Preferred Stock
(the "Preferred Stock") (it being understood that the Notes and the Preferred
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Stock shall be treated as one and the same class of securities, with identical
rights hereunder) are referred to herein as the "Company Stock." All of such
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shares of Company Stock and all shares of Company Stock hereafter acquired by
Executive are referred to herein as "Executive Stock." Certain definitions are
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set forth in paragraph 7 of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Purchase and Sale of Executive Stock.
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(a) Upon execution of this Agreement, Executive shall purchase, and the
Company shall sell, 2,663 shares of Class A Common Stock at a price of $100 per
share. The Company shall deliver to Executive the certificate representing such
shares of Company Stock, and Executive shall deliver to the Company a promissory
note in the form of Annex A attached hereto in an aggregate principal amount of
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$266,300 (the "Executive Note"). Executive's obligation under the Executive Note
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shall be secured by a pledge of the 2,663 shares of Class A Common Stock
purchased by Executive hereunder and in connection therewith, Executive shall
enter into a pledge agreement in the form of Annex B attached hereto.
(b) Within 30 days after Executive purchases any shares of Executive
Stock from the Company hereunder, Executive shall make an effective election
with the Internal Revenue Service under Section 83(b) of the Internal Revenue
Code and the regulations promulgated there-under in the form of Annex C attached
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hereto and any similar filing required by applicable state law.
<PAGE>
(c) In connection with the purchase and sale of the Executive Stock
hereunder, Executive represents and warrants to the Company that:
(i) The Executive 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, distribution thereof in violation of the 1933 Act, or any
applicable state securities laws, and the Executive Stock shall not be disposed
of in contravention of the 1933 Act or any applicable state securities laws.
(ii) Executive is sophisticated in financial matters and is able to
evaluate the risks and benefits of the investment in the Executive Stock.
(iii) Executive is able to bear the economic risk of his investment in
the Executive Stock for an indefinite period of time. Executive understands that
the Executive Stock has not been registered under the 1933 Act and, therefore,
cannot be sold unless subsequently registered under the 1933 Act or an exemption
from such registration is available.
(iv) Executive has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of Executive Stock
and has had full access to (A) such other information concerning the Company as
he has requested and (B) such other information which is necessary and desirable
to make an informed investment decision regarding the purchase of Executive
Stock hereunder. Executive has reviewed a copy of the Share Purchase Agreement,
dated as of March 14, 1998 and amended as of the date hereof, between the
Company, Viad Corp. and Viad Service Company, Limited pursuant to which the
Company acquired substantially all of the stock of certain subsidiaries of
Aircraft Service International Group, Inc. and the Security Purchase Agreement
dated as of the date hereof, between the Company, John Hancock Mutual Life
Insurance Company and CIBC Wood Gundy Ventures, Inc. and Executive is familiar
with the transactions contemplated thereby.
(v) 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 do 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.
(d) As an inducement to the Company to issue the Executive Stock to
Executive, and as a condition thereto, Executive acknowledges and agrees that:
(i) neither the issuance of the Executive Stock to Executive 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 to
terminate Executive's employment at any time; and
(ii) the Company shall have no duty or obligation to disclose to
Executive, and Executive shall have no right to be advised of, any material
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.
(e) The Company and Executive acknowledge and agree that this Agreement
has been executed and delivered, and the 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. All Executive Stock purchased hereunder shall become fully vested on
March 7, 2000.
3. Repurchase Option.
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<PAGE>
(a) In the event Executive ceases to be employed by the Company or its
Subsidiaries (the "Termination") for any reason, the Purchased Shares (whether
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held by Executive or one or more of Executive's transferees) shall be subject to
repurchase by the Company pursuant to the terms and conditions set forth in this
paragraph 3 (the "Repurchase Option").
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(b) The purchase price for each share of Purchased Shares purchased
pursuant to this paragraph 3 shall be the Fair Market Value of such share
(determined as of the date of the Repurchase Notice, or if no Repurchase Notice
is given, as of the last day of the Company Election Period).
(c) The Company may elect to purchase all or any portion of Purchased
Shares by delivery of written notice (the "Repurchase Notice") to the holder(s)
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of Purchased Shares within 45 days after the Termina-tion Date (the "Company
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Election Period"). The Repurchase Notice shall set forth the number of shares of
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each class of the Purchased Shares to be acquired from each holder of Purchased
Shares, the aggregate consideration to be paid for such shares and the time and
place for the closing of the transaction. The number of shares to be repurchased
by the Company shall first be satisfied to the extent possible from the shares
of Purchased Shares held by Executive at the time of delivery of the Repurchase
Notice. If the number of shares of Purchased Shares then held by Executive is
less than the total number of shares of Purchased Shares the Company has elected
to purchase, the Company shall purchase the remaining shares elected to be
purchased from the other holder(s) of Purchased Shares under this Agreement, pro
rata according to the number of shares of Purchased Shares held by such other
holder(s) at the time of delivery of such Repurchase Notice (determined as close
as practicable to the nearest whole shares).
(d) If for any reason the Company does not elect to purchase all of the
Unvested Stock pursuant to the Repurchase Option, the Investors shall be
entitled to exercise the Repurchase Option for the shares of Purchased Shares
the Company has not elected to purchase (the "Available Shares"). As soon as
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practica-ble after the Company has determined that there will be Available
Shares, but in any event within 5 days after the Company Election Period, the
Company shall give written notice (the "Option Notice") to the Investors setting
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forth the number and class of Available Shares and the purchase price for each
Available Share. The Investors may elect to purchase any number of Available
Shares by delivering written notice (the "Election Notice") to the Company
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within 30 days after receipt of the Option Notice from the Company; provided
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that if more than one Investor elects to purchase any or all Available Shares
and the number of Available Shares is less than the aggregate number of
Purchased Shares elected to be purchased by such electing Investors, each
Investor shall be entitled to purchase the lesser of (i) the number of shares of
such class that such Investor has elected to purchase as indicated in the
Election Notice or (ii) the number of shares of such class ob-tained by
multiplying the number of shares specified in the Option Notice by a fraction,
the numerator of which is the number of shares of such class of Company Stock
(on a fully-diluted basis) held by such Investor and the denominator of which is
the aggregate number of Shares of such class of Company Stock (on a
fully-diluted basis) held by all electing Investors. In the event all Available
Shares are not purchased by the Investors pursuant to the immediately preceding
sentence, the Available Shares remaining to be purchased shall be allocated
among the Investors who elect to purchase more Available Shares (as indicated in
their respective Election Notices) than they are entitled to purchase pursuant
to the immediately preceding sentence as the Investors shall agree in writing.
As soon as practicable, and in any event within 5 days after the expiration of
the 30-day period set forth above, the Company shall notify each holder of
Purchased Shares as to the number of shares being purchased from such holder by
the Investors (the "Supplemental Repurchase Notice"). At the time the Company
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delivers the Supplemental Repurchase Notice to the holder(s) of Purchased
Shares, the Company shall also deliver written notice to each Investor setting
forth the number of shares such Investor is entitled to purchase, the aggregate
purchase price and the time and place of the closing of the transaction.
(e) The purchase of Purchased Shares pursuant to this paragraph 3 shall
be closed at the Company's executive offices on a date determined by the
Company, which date shall be within 60 days after the expiration of the Company
Election Period. The Company and/or the Investors shall pay for the Purchased
Shares to be purchased pursuant to the Repurchase Option by delivery of, in the
case of each Investor, a check or wire transfer of funds and, in the case of the
Company at its option, (1) cancellation or exchange of the Executive Note, (ii)
a check or wire transfer of funds, (iii) a subordinated note or notes payable in
up to, three equal annual installments beginning on the first anniversary of the
closing of such purchase and bearing interest (payable quarterly) at a rate per
annum equal to the interest rate then being charged to the Company under any
revolving working capital credit facility, or (iv) any combination of (i)-(iii),
in the aggregate amount of the purchase price for such shares; provided that the
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<PAGE>
Company shall use reasonable efforts to make all such repurchases in excess of
the amount due under any Executive Note with a check or wire transfer of funds.
Any notes issued by the Company pursuant to this paragraph 3(e) shall be subject
to any restrictive covenants to which the Company or any of its subsidiaries is
subject at the time of such purchase. In addition to offsetting amounts
outstanding under the Executive Note issued to the Company hereunder, the
Company may pay the purchase price for such shares by offsetting any other bona
fide debts owed by Executive to the Company. The purchasers of Purchased Shares
hereunder shall be entitled to receive customary representations and warranties
from the sellers regarding such sale of shares (including representations and
warranties regarding good title to such shares, free and clear of any liens or
encumbrances) and to require all sellers' signatures be guaranteed by a national
bank or reputable securities broker.
(f) The right of the Company and the Investors to repurchase Purchased
Shares pursuant to this paragraph 3 shall terminate upon the expiration of the
time periods within which the Company and the Investors have to elect to
repurchase the Purchased Shares set forth in paragraphs 3(c) and 3(d) hereof,
and otherwise shall not terminate.
(g) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Purchased Shares by the Company shall be subject
to applicable restrictions contained in the Delaware General Corporation Law and
in the Company's and its Subsidiaries debt and equity financing agreements. If
any such restrictions prohibit the repurchase of Purchased Shares hereunder
which the Company is otherwise entitled or required to make, the time periods
provided in this paragraph 3 shall be suspended, and the Company may make such
repurchases as soon as it is permitted to do so under such restrictions. If the
repurchase of Purchased Shares is delayed as contemplated in this Paragraph
3(g), the price paid for the Purchased Shares shall be equal to the Fair Market
Value of the Purchased Shares on the date of the Election Notice plus interest
accruing over the period of delay equal to the lesser of 9.5% per annum,
compounded annually, computed on the basis of a 360 day year and the actual
number of days elapsed or the maximum rate permitted by applicable law.
4. Put Option.
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(a) In the event of a Termination for any reason other than (i)
Executive's death or Permanent Disability, (ii) Executive's Termination with
Cause or (iii) Executive's resignation without Good Reason, the holder of
Executive Stock (whether such holder is Executive or one or more of Executive's
Permitted Transferees) shall, according to the terms, conditions and limitations
provided in this Paragraph 4, have the right to require the Company to
repurchase up to $1,000,000 in Fair Market Value of shares of Executive Stock
held by Executive at the Put Price (the "Put") by delivering a written notice to
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the Company specifying the number of shares to be purchased (the "Put Notice")
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within 45 business days after the date of such Termination. If Executive fails
to deliver to the Company the Put Notice within such 45 business days, Executive
shall have no right to require the Company to repurchase any shares pursuant to
this Paragraph.
(b) The Put Notice shall set forth the number and class of shares of
Executive Stock to be Put to the Company. Within 10 business days after delivery
of the Put Notice, the Company shall reasonably and in good faith determine the
Put Price as provided hereunder. At a mutually agreeable time and place, but in
no case more than 15 business days after final determination of the Put Price
(as determined under the procedure set forth in the definition of Fair Market
Value), the Company shall purchase and the holder of the Executive Stock shall
sell shares of Executive Stock pursuant to paragraph 4(c)(i) hereof (the
"Initial Put Closing"). Thereafter, on the date which is 12months after the
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date of Termination, the Company shall purchase and the holder of the Executive
Stock shall sell shares of Executive Stock pursuant to paragraph 4(c)(ii) hereof
(the "Secondary Put Closing).
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(c) (i) At the Initial Put Closing, the Executive shall deliver to
the Company certificates representing up to $750,000 in Fair Market Value of
<PAGE>
Executive Stock calculated at the Put Price, to be repurchased by the Company
free and clear of all liens and encumbrances and duly endorsed in blank or
accompanied by duly executed forms of assignment (with signatures guaranteed),
and the Company shall deliver to the Executive the Put Price for such shares,
(i) by cancellation of the Executive Note and/or any other outstanding
indebtedness of the Executive to the Company in an amount no greater than the
Put Price for such shares, and thereafter, (ii) by cashier's or certified check
payable to the Executive or by wire transfer of immediately available funds to
an account designated by the Executive.
(ii) At the Secondary Put Closing, the Executive shall deliver to the
Company certificates representing up to $250,000 in Fair Market Value of
Executive Stock calculated at the Put Price, to be repurchased by the Company
free and clear of all liens and encumbrances and duly endorsed in blank or
accompanied by duly executed forms of assignment (with signatures guaranteed),
and the Company shall deliver to the Executive the Put Price for such shares,
(i) by cancellation of the Executive Note and/or any other outstanding
indebtedness of the Executive to the Company in an amount no greater than the
Put Price for such shares, and thereafter, (ii) by cashier's or certified check
payable to the Executive or by wire transfer of immediately available funds to
an account designated by the Executive.
(d) The "Put Price" for each share of Executive Stock shall be equal to
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the Fair Market Value thereof on the date of the Put Notice.
(e) The right of the Executive to Put shares of Executive Stock
pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale
of the Company or a Qualified Public Offering.
(f) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Executive Stock by the Company shall be subject to
applicable restrictions contained in the Delaware General Corporation Law and in
the Company's and its Subsidiaries debt and equity financing agreements. If any
such restrictions prohibit the repurchase of Executive Stock hereunder which the
Company is otherwise entitled or required to make, the time periods provided in
this paragraph 4 shall be suspended, and shall recommence when the Company may
make such repurchases under such restrictions. If the repurchase of Executive
Stock is delayed as contemplated in this Paragraph 4(f), the Put Price shall be
equal to the Fair Market Value of the Executive Stock on the date of the Put
Notice plus interest accruing over the period of delay equal to the lesser of
9.5% per annum, compounded annually, computed on the basis of a 360 day year and
the actual number of days elapsed or the maximum rate permitted by applicable
law.
(g) Notwithstanding anything contained herein to the contrary,
Executive shall not have the right to require the Company to repurchase any
shares held by the Executive, pursuant to this Paragraph 4, other than pursuant
to the terms of (i) the Initial Put Closing in an amount up to $750,000 of Fair
Market Value or (ii) the Secondary Put Closing in an amount up to $250,000 of
Fair Market Value.
5. Restrictions on Transfer. Executive shall not sell, transfer,
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assign, pledge, or otherwise dispose of any interest in any shares of Executive
Stock (each, a "Transfer"), except with the consent of the Board of Directors of
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the Company (the "Board") or pursuant to paragraphs 3 and 4 of the Security
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Holders Agreement dated April 1, 1998, as amended.
6. Legend. Each note or certificate evidencing Executive Stock pursuant
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to the terms of this Agreement shall be stamped or otherwise imprinted with a
legend in substantially the following form:
"The securities represented by this certificate are subject to a Executive Stock
Agreement dated as of April 2, 1998 among the issuer of such securities (the
"Companv") and the Executive named therein, as amended and modified from time to
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time. A copy of such Executive Stock Agreement shall be furnished without charge
by the Company to the holder hereof upon written request."
<PAGE>
The Company shall imprint such legend on certificates evidencing Executive
Stock outstanding as of the date hereof.
7. Definitions.
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Cause" shall have the definition provided in the Employment Agreement between
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the Company and Executive of even date herewith.
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"Company Stock" shall have the meaning set forth in the preamble of this
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Agreement.
"Employment Agreement" shall mean the employment agreement between Aircraft
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Service International Group, Inc. and Executive of even date.
"Executive Stock" shall include Executive Stock in the hands of any holder
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other than Executive (except for the Company and the Investors 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 obligations
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.
"Fair Market Value" of each share of Executive Stock means the average of
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the closing prices of the sales of each class of Executive Stock on all
securities exchanges on which the Company Stock may at the time be listed, or,
if there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day a class of Executive Stock is not so listed, the average
of the representative bid and asked prices quoted in the NASDAQ System as of
4:00 P.M., New York time, or, if on any day a class of Executive Stock is not
quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau Incorporated, or any similar successor organization,
in each such case averaged over a period of 21 business days consisting of the
day as of which the Fair Market Value is being determined and the 20 consecutive
business days prior to such day. If at any time a class of Executive Stock is
not listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the Fair Market Value shall be the fair value of the
shares of Executive Stock determined reasonably in good faith by the Board.
If the Executive disagrees in any respect with the calculation of Fair
Market Value determined by the Board, the Executive may within 30 business days
after such determination deliver a statement to the Company disagreeing with
such calculation and setting forth the calculation by the Executive of such
amount (the "Statement of Disagreement"). Any such Statement of Disagreement
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shall state the basis of such disagreement. If the Executive does not deliver
such a Statement of Disagreement within such 30 day period, the calculation of
Fair Market Value as determined by the Board shall be conclusive and binding.
If a Statement of Disagreement is delivered to the Company, the Company and the
Executive shall, during the 30 business days following such delivery, use their
best efforts to reach agreement on the Fair Market Value. Any such agreement
reached shall be conclusive and binding. If, during such 30 business day
period, the Company and the Executive are unable to reach such agreement, they
shall promptly, but in no case more than 10 business days thereafter, each
appoint an independent nationally recognized investment banking firm, which
firms shall then, within 10 business days, jointly select a third independent
and impartial nationally recognized investment banking firm (the "Investment
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Banking Firm") to resolve such disagreement and determine Fair Market Value. The
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Investment Banking Firm, acting in a neutral capacity, shall review this
Agreement and the Statement of Disagreement, and shall make its own calculation
of Fair Market Value. The Investment Banking Firm shall deliver to the
Company and the Executive, as promptly as practicable, but in no case more than
30 business days, after its retention, a report setting forth the calculation of
Fair Market Value. Such report shall be final and binding. The cost of such
review and report shall be borne by the Company and Executive equally.
"Good Reason" shall mean the Constructive Termination (as defined in the
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Employment Agreement) of the Executive.
"Independent Third Party" means any person (i) who, immediately prior to
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the contemplated transaction, does not own Company Stock representing in excess
of 5% of the Company's Voting Power, (ii) who is not controlling, controlled by
or under common control with any such person and (iii) who is not the spouse or
descendant (by birth or adoption) of any such person.
<PAGE>
"Investors" means each of John Hancock Mutual Life Insurance Company and
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CIBC Wood Gundy Ventures, Inc.
"1933 Act" means the Securities Act of 1933, as amended from time to time.
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"Original Cost" of each share of Common Stock purchased hereunder shall be
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equal to $100 (as proportionately adjusted for all subsequent stock splits,
stock dividends and other recapitalizations).
"Permanent Disability" means a mental incapacity or physical disability of
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the Executive, rendering him unable to engage in his usual duties for a period
of ninety (90) days or more, whether consecutive or not, within any twelve (12)
consecutive month period, and shall be determined in good faith by the Board of
Directors of the Company.
"Public Sale" means any sale pursuant to a registered public offering under
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the 1933 Act or any sale to the public pursuant to Rule 144 promulgated under
the 1933 Act effected through a broker, dealer or market maker.
"Qualified Public Offering" means the sale, in an underwritten public
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offering by the Company registered under the 1933 Act, of shares of Common Stock
having an aggregate offering value of at least $35 million and a per share price
for each class of Company Stock of at least four times Original Cost.
"Sale of the Company" means the sale of the Company to an Independent Third
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Party or affiliated group of Independent Third Parties pursuant to which such
party or parties acquire (i) capital stock of the Company possessing a majority
of the Company's Voting Power (whether by merger, consolidation or sale or
transfer of the Company's capital stock) or (ii) all or substantially all of the
Company's assets determined on a consolidated basis.
"Securityholders Agreement" means the securityholders agreement of even
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date between the Company, John Hancock Mutual Life Insurance Company, CIBC Wood
Gundy Ventures, Inc., the Danielle Schwartz Trust and certain other persons
named therein.
"Subsidiary" means any corporation of which the Company owns securities
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having a majority of the ordinary voting power in electing the board of
directors directly or through one or more subsidiaries.
"Voting Power" means, with respect to each shares of Company Stock as
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determined on a fully-diluted basis, one (1) vote per share with respect to the
Class A Common Stock and Class B Common Stock (whether designated as voting or
nonvoting).
8. Notices. Any notice provided for in this Agreement must be in
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writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
To the Company:
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Ranger Aerospace Corporation
GSP International Airport
Box 12233
Greenville, SC 29612
Attn: Chief Financial Officer
<PAGE>
With copies (which shall not constitute notice) to:
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
Telephone: (312) 861-2288
Facsimile: (312) 861-2200
Attention: William S. Kirsch, P.C.
To Executive:
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Stephen D. Townes
318 Scarborough Drive
Greer, SC 29650
Telephone: (864) 848-2760
Facsimile: (864) 848-2759
To the Investors:
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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
John Hancock Mutual Life Insurance Company
John Hancock Place
Box 111
Boston, MA 82117
Telephone: (617)572-1605
Facsimile: (617) 572-1606
Attention: Dana Donovan
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. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
9. General Provisions.
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(a) Transfers in Violation of Agreement. Any Transfer or attempted
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Transfer 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. Notwithstanding the preceding sentence and the
Securityholders Agreement of even date, Executive may pledge all shares of
Executive Stock to the Company to secure payment of the Executive Note.
(b) Severability. Whenever possible, each provision of this Agreement
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shall 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 invalid,
<PAGE>
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) Complete Agreement. This Agreement, those documents expressly
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referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt 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.
(d) Counterparts. This Agreement may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(e) Successors and Assigns. Except as otherwise provided herein, this
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Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, the Investors and their respective successors and
assigns (including subsequent holders of Executive Stock); provided that the
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rights and obligations of Executive under this Agreement shall not be assignable
except in connection with a permitted transfer of Executive Stock hereunder.
(f) Choice of Law. The corporate law of the State of Delaware shall govern
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all questions concerning the relative rights of the Company or its stockholders.
All other questions con-cerning the construction, validity, enforcement and
interpretation of this Agreement and the exhibits hereto shall be governed by
the internal law, and not the law of conflicts, of the State of Delaware.
(g) Remedies. Each of the parties to this Agreement (including the
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Investors) shall be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including reasonable attorney's
fees) caused by any breach of any provision of this Agreement and to exercise
all other rights existing in its favor. The parties hereto agree and acknowledge
that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply
to any court of law or equity of competent jurisdiction (without posting any
bond or deposit) for specific performance and/or other injunctive relief in
order to enforce or prevent any violations of the provisions of this Agreement.
(h) Amendment and Waiver. The provisions of this Agreement may be
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amended and waived only by (i) the Company (ii) the holders of a majority of the
Voting Power of Executive Stock and (iii) with respect to Section 2 only, the
holders of a majority of the Voting Power held by Investors voting as a single
class.
(i) Business Days. If any. time period for giving notice or taking
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action hereunder expires on a day which is a Saturday, Sunday or legal holiday
in the 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. Third Party Beneficiaries. Investors shall be deemed to be third
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party beneficiaries of the provisions of this Agreement which specifically
reference them. No other third party beneficiaries are intended or shall be
deemed to be created hereby.
* * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
RANGER AEROSPACE CORPORATION
By:_________________________________
Its:_________________________________
____________________________________
STEPHEN D. TOWNES
Agreed and Accepted:
JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Its: __________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Its: __________________________
<PAGE>
