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Stock Transfer And Option Termination Agreement

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Stock Transfer and Option Termination Agreement dated December 23, 1997 between the Registrant and Daniel E Braun


STOCK TRANSFER AND OPTION TERMINATION AGREEMENT


THIS AGREEMENT is entered into this 23rd day of December, 1997, by and between Daniel E. Braun, individually ("Braun") and Penda Corporation, a Florida corporation ("Penda").


WITNESSETH:


STOCK


WHEREAS, Braun is the record holder of 16,007.529 shares of common stock, $.01 par value (the "Stock"), of Penda (the "Braun Shares").


WHEREAS, Braun desires to sell the Braun Shares to Penda, and Penda desires to purchase the Braun Shares, under the terms set forth herein;


IRR OPTIONS


WHEREAS, Braun and Penda, among others, are parties to a Subscription and Shareholders' Agreement, dated as of March 15, 1994, as amended (the "Shareholders' Agreement");


WHEREAS, pursuant to Section 12.1 of the Shareholders' Agreement, Braun granted options to certain employees (and former employees) of the Company to purchase an aggregate of 421.054 shares of Common Stock, upon the sale or other disposition for value of Stock by Braun (the "IRR Options Granted by Braun");


WHEREAS, (i) of the IRR Options Granted by Braun, Braun granted options to purchase 92.632 shares of Stock to himself, and (ii) Braun was granted options to purchase Stock by certain other shareholders of Penda pursuant to Section 12.1 of the Shareholders' Agreement (the options referred to in clauses (i) and (ii) are referred to collectively herein as the "IRR Options Held by Braun");


WHEREAS, Braun and Penda desire to evidence their agreement that, in connection with the transactions contemplated hereby, the IRR Options Held by Braun, if any exist, shall be canceled; and


WHEREAS, Braun desires to assign to Penda and Penda desires to accept and assume the obligations of Braun (if any) under the Shareholders' Agreement with respect to the IRR Options Granted by Braun;


NOW, THEREFORE, in consideration of the premises and the consideration hereinafter set forth, the receipt, adequacy, and sufficiency of which consideration is hereby acknowledged, Braun and Penda hereby agree as follows:


1. Incorporation. The preamble and recitals set forth above are incorporated in and made a part of this Agreement.


2. Agreement Controlling. In the event of any conflict between the provisions of this Agreement, the Shareholders' Agreement, the Management Options or the Penda Corporation First Amended and Restated Management Stock Option Plan, as amended (the "Plan"), this Agreement shall be controlling.


3. Sale of Braun Shares. Braun hereby conveys to Penda the Braun Shares, free and clear of any liens or encumbrances of any kind whatsoever. Braun holds of record and owns beneficially the Braun Shares and has good title


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2 to the Braun Sh
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