EXHIBIT 10.12
MANAGEMENT STOCK PURCHASE AGREEMENT
This MANAGEMENT STOCK PURCHASE AGREEMENT is dated as of October 20, 1998
among Derby Cycle Corporation, a Delaware corporation (the "Company"), and Xxxx
X. Xxxxxxxx ("Employee").
This Agreement provides for the purchase by Employee of the 1,500 shares of
the Company's Class A Common Stock, par value $1,000.00 per share (the "Common
Stock"), upon the terms and subject to the conditions set forth herein.
Capitalized terms used but not defined herein shall have the meaning assigned to
such terms in that certain Shareholders' Agreement, dated May 14, 1998 (the
"Shareholders' Agreement"), by and among the Company and certain shareholders of
the Company.
NOW, THEREFORE, in consideration of the mutual undertakings contained
herein, the parties agree as follows:
ARTICLE 1. PURCHASE OF STOCK.
1.1 Purchase and Sale of Stock. On the date hereof, the Company
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agrees to sell Employee and Employee agrees to purchase from the Company the
Common Stock at a purchase price of $1,000.00 per share for an aggregate
purchase price of $1,500,000. Upon execution of this Agreement, Employee will
deliver to the Company an executed promissory note in the form attached hereto
as Exhibit A with a principal amount of $1,500,000, and the Company shall
deliver to Employee a certificate or certificates representing the Common Stock.
1.2 Shareholders' Agreement and Registration Agreement. The
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Company's obligations under this Agreement are expressly conditioned upon
Employee Holder (as defined below) becoming a party to the Shareholders'
Agreement. The Company hereby agrees to make Employee a party to the
Registration Agreement, dated as of May 14, 1998, between the Company and
certain shareholders of the Company.
"Employee Holder" shall mean the Employee and any other person holding or having
any interest in any of the Common Stock.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES.
2.1 Representations and Warranties of Employee. As a material
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inducement to the Company to enter into this Agreement and sell the Common
Stock, Employee hereby represents and warrants to the Company that:
(a) (i) this Agreement constitutes a legal, valid and binding
obligation of Employee, enforceable in accordance with its terms, and (ii)
the execution, delivery and performance of this Agreement by Employee does
not and will not conflict with, breach, violate or cause a breach of or
default under any agreement, contract, instrument, order,
judgment or decree (including, without limitation, any employment agreement
or non-compete agreement with any other person or entity) to which Employee
is a party or by which he is bound.
(b) Employee is acquiring the Common Stock purchased hereunder
or acquired pursuant hereto for his own account with the present intention
of holding such securities for purposes of investment, and Employee has no
intention of selling such securities in a public distribution in violation
of the federal securities laws or any applicable state securities laws.
(c) Employee is financially able to bear the economic risk of an
investment in the Common Stock, including the total loss thereof.
(d) Employee is able to bear the economic risk of the investment
in the Common Stock for an indefinite period of time and Employee
understands that the Common Stock has not been registered under the
Securities Act and cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available.
(e) Employee has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the purchase of the Common
Stock and has had full access to such other information concerning the
Company as Employee has requested. Employee has reviewed, or has had an
opportunity to review, the following documents: (i) the Company's
Certificate of Incorporation and Bylaws; (ii) the Company's pro forma
balance sheet as of August 1, 1998, as well as financial projections,
estimates, forecasts, budgets, summaries, reports and other related
documents.
(f) No commission, fee or other remuneration is to be paid or
given directly or indirectly, to any person or entity for soliciting
Employee to purchase the Common Stock.
(g) Employee is employed by the Company or one of its
subsidiaries, Employee is sophisticated in financial matters and is able to
evaluate the risks and benefits of the investment in the Common Stock and
Employee has determined that such investment in the Common Stock is
suitable for Employee, based upon Employee's financial situation and needs,
as well as Employee's other securities holdings.
2.2 Representations and Warranties of the Company. As a material
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inducement to the Employee to enter into this Agreement and purchase the Common
Stock, the Company hereby represents and warrants that:
(a) this Agreement constitutes a legal, valid and binding
obligation of the Company, enforceable in accordance with its terms and the
execution, delivery and performance of this Agreement by the Company does
not and will not conflict with, breach,
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violate or cause a default under any agreement, contract, instrument,
order, judgment or decree to which the Company is a party or by which it is
bound.
(b) the Company is a corporation duly organized, validly
existing and in good standing under the laws of Delaware and is qualified
to do business in every jurisdiction in which its ownership of property or
conduct of business requires it to qualify, except where the lack of such
qualification would not have a material adverse effect on the financial
condition of the Company. The Company has all requisite corporate power and
authority to carry out the transactions contemplated by this Agreement.
(c) as of immediately following the consummation of the
transactions contemplated hereby, all of the outstanding shares of the
Common Stock shall be duly and validly issued and authorized, fully paid,
nonassessable and free and clear of all encumbrances.
(d) as of the date hereof, the Common Stock represents 2.3% of
the Common Stock Equivalent (as such term is defined in the Agreement
Evidencing a Grant of a Stock Option, dated as of the date hereof, between
the Company and Employee). As of the date hereof, other than (x) capital
stock sold or options granted to the management of the Company and (y) as
referred to in the Company's Restated Certificate of Incorporation or in
the definition of Common Stock Equivalents, the Company has no outstanding
shares of capital stock, securities convertible or exchangeable into shares
of capital stock or warrants, options or other contracts under which the
Company could be required to issue shares of capital stock or securities
convertible or exchangeable into shares of capital stock.
ARTICLE 3. TRANSFERABILITY
3.1 Transfer of Stock. No Common Stock or any interest therein may
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be sold, transferred, assigned, pledged or otherwise disposed of (a "Transfer")
by any Employee Holder other than as permitted under the Shareholders' Agreement
or as provided in section 3.4. Any attempt to transfer any Common Stock in
violation of this Article 3 shall be null and void, and the Company shall not
give any effect to such attempted Transfer in the stock records of the Company.
3.2 Legend.
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(a) Each certificate evidencing the Common Stock and each
certificate issued in exchange for or upon the transfer of the Common Stock
(if such shares remain Common Stock upon such transfer) will be stamped or
otherwise imprinted with a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
SECURITIES LAW OR REGULATION.
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
SUBJECT TO THE SHAREHOLDERS' AGREEMENT DATED AS OF MAY 14,
1998, AMONG THE DERBY CYCLE CORPORATION (THE "COMPANY") AND
CERTAIN SHAREHOLDERS THEREOF. A COPY OF SUCH SHAREHOLDERS'
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO
THE HOLDER HEREOF UPON WRITTEN REQUEST."
The Company will imprint such legends on certificates evidencing the Common
Stock outstanding prior to the date hereof. The legend set forth in the second
paragraph above shall be removed from the certificates pursuant to the terms of
the Shareholders' Agreement.
3.3 Except pursuant to a Sale of the Company or a Public Sale, no
Employee Holder may sell, transfer or dispose of any such securities of the
Company without first delivering to the Company (i) a written notice setting
forth the date, price and other terms of such sale, transfer or disposition,
with such notice delivered to the Company at least thirty (30) days prior to the
consummation of such sale, transfer or disposition, and (ii) if the Company so
requests, (A) an opinion of counsel acceptable in form and substance to the
Company that registration under the Securities Act is not required in connection
with such transfer, (B) a written agreement (reasonably satisfactory to the
Company), whereby the transferee agrees to (x) be deemed an Employee Holder (as
defined below) hereunder and (y) be bound by the obligations applicable to the
Employee Holder hereunder (including, without limitation, becoming a party to
the Shareholders' Agreement and complying with the restrictions on Transfer of
Common Stock as set forth in this Section 3), and (C) such further evidence as
the Company may reasonably require to confirm to the Company's satisfaction that
such sale, transfer or disposition is in compliance with the terms of this
Agreement and the Shareholders' Agreement.
"Permitted Transfers" shall mean a Transfer pursuant to (i) a Sale of the
Company and (ii) a Public Sale (as defined in the Shareholders' Agreement).
3.4 Repurchase of Stock.
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(a) Upon (i) the resignation by the Employee from the Company
(or any Company subsidiary) without Good Reason (as defined below) prior to
the second anniversary of the date hereof or (ii) the termination by the
Company (or Company subsidiary) with Cause of the Employee's employment
with the Company or any Company subsidiary prior to the second anniversary
of the date hereof, the Company shall have the option (at its sole
discretion) to purchase all or any portion of the Common Stock from the
Employee Holders and the Employee Holders shall sell (if the Company
decides to so purchase) the Common Stock to the Company for the lesser of
(x) the original consideration paid by Employee for such Common Stock and
(ii) the Fair Market Value of the Common Stock.
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(b) Upon (i) the resignation by the Employee from the Company
(or any Company subsidiary) without Good Reason on or after the second
anniversary of the date hereof or (ii) the termination by the Company (or
Company subsidiary) with Cause of the Employee's employment with the
Company or any Company subsidiary on or after the second anniversary of the
date hereof, the Company shall have the option (at its sole discretion) to
purchase all or any portion of the Common Stock from the Employee Holders
and the Employee Holders shall sell (if the Company decides to so purchase)
the Common Stock to the Company for the Fair Market Value of the Common
Stock.
(c) Upon (i) the resignation of the Employee with Good Reason,
(ii) the termination by the Company (or Company subsidiary) without Cause
of the Employee's employment with the Company or any Company subsidiary,
(iii) the Employee's death or (iv) the Employee's physical or mental
disability (as determined under Section 4(a)(iii) of the Employment
Agreement, dated as of the date hereof (the "Employment Agreement"), by and
between the Employee and the Company), the Company shall purchase the
Common Stock of the Employee Holders for the Fair Market Value of the
Common Stock, and each Employee Holder shall be required to sell such
Common Stock.
(d) Notwithstanding anything to the contrary, the following
shall apply in connection with any repurchase of Common Stock by the
Company as set forth in Sections 3.4(a), 3.4(b) and 3.4(c) above:
(i) if such repurchase of Common Stock would (A) cause a
default or be an event of default under any agreements ("Financing
Agreements") relating to material financing of the Company or its
Subsidiaries or (B) cause the Company to violate the General Corporation
Law of the State of Delaware ("Delaware Code"), the Company may make such
repurchase using (and pay as consideration) either (x) subordinated
promissory notes or (y) if the issuance of such note is not allowed until
the Financing Agreements, newly issued preferred stock of the Company, in
each case such instrument bearing an interest rate or dividend, as the case
may be, of 9% per annum (compounded annually) and shall have a maturity
date (in the case of a subordinated promissory note) or a mandatory
redemption date (in the case of new issued preferred stock) on (1) the
earliest date permitted under the Financing Agreements or the Delaware
Code, as the case may be, or (2) a Sale of the Company (collectively, the
"Consideration Instrument");
(ii) if the aggregate consideration paid by the Company
(the "Purchase Price") for such repurchase of Common Stock is greater than
or equal to the principal amount plus all accrued but unpaid interest
(collectively, the "Outstanding Balance") of the Promissory Note, dated as
of the date hereof, made by Employee in favor of the Company for $1,500,000
(the "Note"), then (x) first, the Company shall reduce the Purchase Price
by the Outstanding Balance, (y) second, any Purchase Price in excess of the
Outstanding Balance shall be paid by the Company to Employee either (A) in
cash or (B) if Section 3.4(d)(i) above is applicable, using the
Consideration Instrument, and (z) third, the Company shall cancel the Note;
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(iii) if the Purchase Price for the repurchase of Common
Stock as set forth in Sections 3.4(a) and 3.4(b) is less than the
Outstanding Balance, then (x) first, the Company shall reduce the
Outstanding Balance by the Purchase Price, (y) second, any Outstanding
Balance in excess of the Purchase Price (the "Cash Difference Payment")
shall be immediately paid in cash by Employee to the Company, and (z)
third, upon such payment, the Company shall cancel the Note; provided that,
the Cash Difference Payment shall be limited to and shall not exceed the
Personal Liability Limit (as such term is defined in the Note); and
(iv) if the Purchase Price for the repurchase of Common
Stock as set forth in Section 3.4(c) is less than the Outstanding Balance,
then (x) first, the Company shall reduce the Outstanding Balance by the
Purchase Price, (y) second, any Outstanding Balance in excess of the
Purchase Price (the "Note Difference Payment") shall be paid by Employee to
the Company using a promissory note bearing an interest rate of 6% per
annum, with the principal and interest on such promissory note to be paid
in eight equal quarterly installments, and (z) third, upon issuance of such
promissory note by Employee, the Company shall cancel the Note; provided
that, the Note Difference Payment shall be limited to and shall not exceed
the Personal Liability Limit.
(e) Notwithstanding anything to the contrary herein, if, at any
time after a Qualified Initial Public Offer, a repurchase of Common Stock
(as set forth in this Section 3.4) would cause a charge to the earnings of
the Company under United States generally accepted accounting principles
(as determined in good faith by the Company's accountants), then the
Company shall not be obligated (or be required) to repurchase the Common
Stock.
(f) If the Company (i) does not choose to exercise its right to
repurchase all of the Common Stock as set forth in Sections 3.4(a) and
3.4(b) or (ii) is unable to make such repurchase of the Common Stock
pursuant to Section 3.4(e) above, then the Employee shall (x) immediately
repay in cash the Personal Liability (as such term is defined in the Note)
portion of the Note and (y) so long as Section 3.4(e) above is not
applicable, have the right to pay off the remaining balance of the Note by
requiring the Company to repurchase at the applicable purchase price (as
set forth in Sections 3.4(a) and 3.4(b)) such number of Common Stock which
would pay off such balance; provided that, if (A) the Company is obligated
to make such repurchase of Common Stock under Section 3.4(c) above and (B)
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Section 3.4(e) above is applicable, then the Employee shall have the right
to repay the Personal Liability portion of the Note (as required under
clause (x) above) by using a promissory note bearing an interest rate of 6%
per annum, with the principal and interest on such promissory note to be
paid within two years of the Employee's termination of employment from the
Company (or Company subsidiary).
"Cause" shall mean (i) the commission of a felony or a crime involving moral
turpitude or the commission of any other act or omission involving disloyalty,
fraud or material dishonesty with respect to the Company or any of its
Subsidiaries or any of their customers or suppliers, (ii) conduct tending to
bring the Company or any of its Subsidiaries into substantial public disgrace or
disrepute, (iii) substantial and repeated failure to perform material duties as
reasonably directed by the Board
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of Directors or, (iv) gross negligence or willful misconduct with respect to the
Company or any of its Subsidiaries or (v) any other material breach of this
Agreement by the Employee if such breach is not cured within 30 days of Employee
receiving written notice of such breach; provided that, Cause shall not be
deemed to exist unless (A) the Company provides to the Employee a written notice
specifying in detail the reasons for (and/or breaches leading to) the existence
of Cause within 30 days of becoming aware of the existence of such Cause and (B)
to the extent curable, the Employee has had 30 days after receipt of the
Company's written notice to cure the existence of any such Cause.
"Fair Market Value" per share on any given date means the average of the closing
price of the sales of such shares on all securities exchanges on which such
shares 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 such stock is not
so listed, the average of the representative bid and asked prices quoted on the
NASDAQ Stock Market as of 4:00 P.M., New York time, or, if on any day such
shares are not quoted on the NASDAQ Stock Market, 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
organization. If at any time such shares are not listed or quoted, the Fair
Market Value per share shall be determined by the Board of Directors or the
compensation committee of the Board of Directors (i) based on such factors as
the members thereof, in the exercise of their business judgment, consider
relevant and (ii) consistent with fair market valuation previously conducted by
the Board of Directors. In the event that the Employee disagrees with the
valuation of the Board of Directors, the value shall be determined by a
recognized investment banker appointed by the Board of Directors and reasonably
satisfactory to Employee. The cost of such appraisal shall be borne by the
Company.
"Good Reason" shall mean (i) the assignment to Employee of any substantial
duties or the substantial reduction of Employee's duties or authority, either of
which is materially inconsistent with his position as president and chief
executive officer of the Company, (ii) a reduction in Employee's base salary or
other incentive compensation plan or benefits (other than any such reduction
made as a part of a reduction program for substantially all of the executives
employed by the Company or any Company subsidiary), (iii) the Employee is not
nominated and elected as a member of the Board of Directors of the Company; (iv)
other than the U.S. Move (as defined in the Employment Agreement), the Company
relocating Employee's principal place of business, without the Employee's
consent, outside of New York, New York, Fairfield County, Connecticut or
Weschester County, New York (as the case may be in connection with the U.S.
Move) and (v) any material breach of this Agreement by the Company if such
breach is not cured within 30 days of the Company receiving written notice of
such breach; provided that, Good Reason shall not be deemed to exist unless (A)
the Employee provides to the Company a written notice specifying in detail the
reasons for (and/or breaches leading to) the existence of Good Reason within 30
days of becoming aware of the existence of such Good Reason and (B) to the
extent curable, the Company has had 30 days after receipt of the Employee's
written notice to cure the existence of any such Good Reason.
ARTICLE 4. GENERAL PROVISIONS.
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4.1 Severability. Whenever possible, each provision of this
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Agreement will 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,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
4.2 Entire Agreement. This Agreement and those documents expressly
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referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties hereto with respect to the subject
matter hereof written or oral, which may have related to the subject matter
hereof in any way.
4.3 Amendments and Waivers. Any provision of this Agreement may be
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amended or waived only with the prior written consent of Employee and the
Company.
4.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
4.5 Counterparts. This Agreement may be executed by the parties
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hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.
4.6 Headings. The headings contained in this Agreement are for
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reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement or of any term or provision hereof.
4.7 Arbitration.
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(a) Employee and the Company agree that the arbitration
procedure set forth below shall be the sole and exclusive method for
resolving and remedying claims for money damages arising out of this
Agreement (the "Disputes"). Nothing in this Section 4.7 shall prohibit a
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party hereto from instituting litigation to enforce any Final Determination
(as defined below) or availing itself of the other remedies set forth in
Section 4.8 below. The parties hereby agree and acknowledge that, except as
otherwise provided in this Section 4.7 or in the Commercial Arbitration
Rules of the American Arbitration Association as in effect from time to
time, the arbitration procedures and any Final Determination hereunder
shall be governed by, and shall be enforced pursuant to the Uniform
Arbitration Act and applicable provisions of New York law.
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(b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and
requesting a meeting to attempt to resolve the same. If no such resolution
is reached within ten business days after such delivery of such notice, the
party delivering such notice of Dispute (the "Disputing Person") may,
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within 45 business days after delivery of such notice, commence arbitration
hereunder by delivering to each other party involved therein a notice of
arbitration (a "Notice of Arbitration") and by filing a copy of such Notice
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of Arbitration with the appropriate office of the American Arbitration
Association. Such Notice of Arbitration shall specify the matters as to
which arbitration is sought, the nature of any Dispute, the claims of each
party to the arbitration and shall specify the amount and nature of any
damages, if any, sought to be recovered as a result of any alleged claim,
and any other matters required by the Commercial Arbitration Rules of the
American Arbitration Association as in effect from time to time to be
included therein, if any.
(c) The Company and Employee shall attempt to agree within 10
business days on an arbitrator. If they are unable to agree, the Company
and the Employee each shall select one independent arbitrator expert in the
subject matter of the Dispute (the arbitrators so selected shall be
referred to herein as "Company's Arbitrator" and "Employee's Arbitrator,"
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respectively). In the event that either party fails to select an
independent arbitrator as set forth herein within 20 days from delivery of
a Notice of Arbitration, then the matter shall be resolved by the
arbitrator selected by the other party. Company's Arbitrator and Employee's
Arbitrator shall select a third independent arbitrator expert in the
subject matter of the dispute, and the arbitrator so selected shall resolve
the matter according to the procedures set forth in this Section 4.7. If
Company's Arbitrator and Employee's Arbitrator are unable to agree on a
third arbitrator within 20 days after their selection, Company's Arbitrator
and Employee's Arbitrator shall each prepare a list of three independent
arbitrators. Company's Arbitrator and Employee's Arbitrator shall each have
the opportunity to designate as objectionable and eliminate one arbitrator
from the other arbitrator's list within 7 days after submission thereof,
and the third arbitrator shall then be selected by lot from the arbitrators
remaining on the lists submitted by Company's Arbitrator and Employee's
Arbitrator.
(d) The arbitrator jointly selected by the Company and the
Employee pursuant (or the third arbitrator selected pursuant) to paragraph
(c) will determine the allocation of the costs and expenses of arbitration.
(e) The arbitration shall take place in New York City and shall
be conducted under the American Arbitration Association rules as in effect
from time to time in the State of New York, except as otherwise set forth
herein or as modified by the agreement of all of the parties to this
Agreement. The arbitrator shall conduct the arbitration so that a final
result, determination, finding, judgment and/or award (a "Final
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Determination") is made or rendered as soon as practicable, but in no event
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later than 90 business days after the delivery of the Notice of Arbitration
nor later than 10 days following completion of the arbitration. The Final
Determination must be agreed upon and signed by
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the arbitrator. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct
by an arbitrator prejudicing the rights of any party and to correct
manifest clerical errors.
(f) Employee and the Company may enforce any Final Determination
in any state or federal court having jurisdiction over the dispute. For
the purpose of any action or proceeding instituted with respect to any
Final Determination, each party hereto hereby irrevocably submits to the
jurisdiction of such courts, irrevocably consents to the service of process
by registered mail or personal service and hereby irrevocably waives, to
the fullest extent permitted by law, any objection which it may have or
hereafter have as to personal jurisdiction, the laying of the venue of any
such action or proceeding brought in any such court and any claim that any
such action or proceeding brought in such court has been brought in an
inconvenient forum. The foregoing shall in no way prevent or prejudice the
prevailing party's right to enforce a Final Determination in any other
jurisdiction (whether domestic or foreign).
(g) If any party shall fail to pay the amount of any damages, if
any, assessed against it within 10 days of the delivery to such party of
such Final Determination, the unpaid amount shall bear interest from the
date of such delivery at the maximum rate permitted by applicable usury
laws. Interest on any such unpaid amount shall be compounded semi-annually,
computed on the basis of a 360-day year consisting of twelve 30-day months
and shall be payable on demand. In addition, such party shall promptly
reimburse the other party for any and all costs or expenses of any nature
or kind whatsoever (including, but not limited to, all attorneys' fees)
incurred in seeking to collect such damages or to enforce any Final
Determination.
4.8 Remedies. Except as provided in Section 4.7 hereof regarding the
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requirements of using the arbitration procedure set forth therein for resolving
and remedying claims for money damages arising out of this Agreement, Employee
and the Company each have and retain all other rights and remedies existing in
their favor at law or equity, including, without limitation, any actions for
specific performance and/or injunctive or other equitable relief (including,
without limitation, the remedy of rescission) to enforce or prevent any
violations of the provisions of this Agreement.
4.9. Rights of Participants. This Agreement does not create any
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employment rights in Employee Holder and the Company shall have no liability
under this Agreement for terminating Employee's employment or materially
reducing Employee's responsibilities other than the remedies herein provided in
such events.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
THE DERBY CYCLE CORPORATION
By: ___________________________________
Name:
Title:
___________________________________
XXXX X. XXXXXXXX
