Looking for an agreement? Search from over 1 million agreements now.

Repurchase Agreement

This is an actual contract by Associated Materials.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Manufacturing
Governing Law: New York, View New York State Laws
Effective Date: January 02, 2006
Related Agreement Types:
Search This Document
Exhibit 10.33 REPURCHASE AGREEMENT This Repurchase Agreement (this " Agreement" ) is made and entered into as of January 2, 2006, by and between Kenneth L. Bloom (the " Employee" ) and AMH Holdings II, Inc., a Delaware corporation (the " Company" ). WHEREAS, pursuant to an Employment Agreement, dated as of August 21, 2002, as amended by an Amended and Restated Employment Agreement, dated as of July 27, 2004, each between the Employee and Associated Materials Incorporated, a Delaware corporation and a wholly-owned subsidiary of the Company (" AMI" ), the Employee was employed as an executive officer of AMI; WHEREAS, pursuant to an Associated Materials Holdings Inc. Stock Option Award Agreement, dated September 4, 2002 (the " 2002 Award Agreement" ), between the Employee and Associated Materials Holdings Inc. (" AMHI" ), the Employee was awarded options to purchase shares of the common and preferred stock of AMHI, subject to the terms and conditions of the 2002 Award Agreement and of the Associated Materials Holdings Inc. 2002 Stock Option Plan (the " 2002 Option Plan" ). WHEREAS, in connection with two recapitalization transactions that closed on March 4, 2004 and December 22, 2004, respectively, (i) AMH Holdings, Inc., a Delaware corporation (" AMH" ) was established as the direct parent company AMHI, (ii) the Company was established as the direct parent company of AMH, (iii) all of the currently outstanding shares of stock issued to the Employee upon the exercise of options granted pursuant to the 2002 Award Agreement have become shares of the Class B, Series II (Non-Voting) Common Stock of the Company (" B-II Company Common Stock" ), (iv) the Employee has agreed, pursuant to an Agreement dated as of December 22, 2004, to exchange all of the shares of stock issuable upon the exercise of his currently unexercised options granted pursuant to the 2002 Award Agreement for shares of B-II Company Common Stock and (v) pursuant to an AMH Holdings II, Inc. Stock Option Award Agreement, dated December 22, 2004 (the " 2004 Award Agreement" and, together with the 2002 Award Agreement, the " Award Agreements" ), between the Employee and the Company, the Employee was granted options to purchase additional shares of B-II Company Common Stock, subject to the terms and conditions of the 2004 Award Agreement and of the AMH Holdings II, Inc. 2004 Stock Option Plan (the " 2004 Option Plan" ); WHEREAS, the Employee voluntarily terminated his employment by AMI and all of its affiliates on October 21, 2005; WHEREAS, pursuant to Section 5 each Award Agreement, upon the termination under any circumstances of the Employee' s employment with the Company or any of its affiliates, the Company has the right to repurchase any or all of the outstanding shares of stock issued upon the exercise of any options granted pursuant to the applicable Award Agreement, for a purchase price equal to the lesser of the fair market value thereof and the purchase price paid therefor by the Employee, in the case of a termination by the Employee;


WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that the fair market value of the B-II Company Common Stock is currently $0.00 per share (the " Current FMV" ); and WHEREAS, in accordance with Section 5(a) of each Award Agreement, the Company has previously delivered written notice to the Employee of its intent to repurchase all of the shares of B-II Company Common Stock owned beneficially and of record by the Employee for a purchase price equal to the Current FMV, and the Company and the Employee desire to enter into this Agreement to effect such repurchase, in accordance with Section 5(b) of each Award Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Repurchase of B-2 Company Common Stock; Waiver of Option Exercise . (a) The Employee hereby acknowledges and agrees that the Current FMV represents the current fair market value of the B-II Company Common Stock as of the date hereof and accordingly, pursuant to Section 5(b) of each applicable Award Agreement, does hereby sell, assign, transfer and convey unto the Company, ___ shares of B-II Company Common Stock, such shares constituting all of the currently outstanding shares of capital stock of the Company issued upon the exercise of options granted pursuant to either of the Award Agreements, as applicable (collectively the " Repurchased Stock" ). Contemporaneously with the execution and delivery of this Agreement, the Employee shall deliver to the Company any and all stock certificates representing the Repurchased Stock, together with duly executed stock powers endorsed in blank or such other instruments of transfer as are reasonably acceptable to the Company. (b) The Employee hereby notifies the Company that he will not exercise any outstanding options which are curre
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  18.234.88.196