STOCK PURCHASE AND SALE AGREEMENT
(52,897 SHARES OF
PRAB, INC. STOCK)
This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
October 31, 1996, by and between the State Treasurer of the State of
Michigan, Custodian of the Public School Employees' Retirement System; State
Employees' Retirement System; Michigan State Police Retirement System; and
Michigan Judges' Retirement System ("SMRS") and the Prab, Inc. Salaried
Employees Profit Sharing Plan (the "Plan").
SMRS desires to sell to the Plan on the Closing Date (as defined
herein), and the Plan desires to purchase on such date, 52,897 shares of
common stock of Prab, Inc. ("Prab").
Accordingly, SMRS and the Plan agree as follows:
SECTION 1. Purchase and Sale of Stock.
1.1 Agreement to Sell and Purchase. (a) On the basis of the
representations and warranties and subject to the terms and conditions set
forth herein, SMRS agrees to sell to the Plan, and the Plan agrees to
purchase from SMRS, 52,897 shares of common stock of Prab at a purchase
price of Seventy One Thousand Four Hundred Ten and 95/100 Dollars
($71,410.95). The amount of Seventy One Thousand Four Hundred Ten and
95/100 Dollars ($71,410.95) is referred to as the "Purchase Price." The
52,897 shares of common stock are referred to as the "Plan Shares".
(b) The closing (the "Closing") of the purchase and sale of the
Plan Shares shall be held on October 31, 1996 (the "Closing Date"). The
Plan agrees to pay to SMRS on the Closing Date the amount of the Purchase
Price, by cashier's or certified check, or federal funds wire transfer,
against receipt of the Plan Shares by the Plan.
(c) SMRS agrees to request Prab to deliver, on the Closing Date,
to the Plan a stock certificate in the amount of 52,897 shares of common
stock of Prab, against the receipt of the Purchase Price by SMRS from the
Plan.
1.2 Expenses. SMRS and the Plan shall each be responsible for
their own expenses in connection with this Agreement.
SECTION 2. Registration Rights and Shareholders Agreement.
2.1. Effect on Plan Shares. Prab, the Plan, and SMRS agree that
from the date hereof, Prab, SMRS, the Plan and the holder of the Plan Shares
shall have no rights, duties, or obligations arising under or based upon the
Registration Rights and Shareholders Agreement between Prab and SMRS, dated
as of October 30, 1992 (the "Registration Rights and Shareholders
Agreement"), with respect to the Plan Shares and with respect to the Plan
Shares the Registration Rights and Shareholders Agreement shall have no
force or effect.
SECTION 3. Acknowledgments, Representations and Agreements of the Plan.
The Plan hereby represents and warrants to and agrees with SMRS
that:
3.1. Validity of Agreement. This Agreement has been duly
authorized, executed and delivered by the Plan and is enforceable against
the Plan in accordance with its terms.
3.2 No Violations, Etc. The execution, delivery and performance
of the terms of this Agreement by the Plan, and the purchase of the Plan
Shares by the Plan, (i) requires no action by or in respect of, or filing
with, any governmental body, or agency or official of the United States or
any political subdivision thereof, except for reports required to be filed
with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, and (ii) will not violate any statute or any order,
rule or regulation of any court or government agency or body in the United
States or any political subdivision thereof having jurisdiction over the
Plan, which violation could have a material adverse effect on the ability of
the Plan to perform its obligations under this Agreement.
SECTION 4. Representations and Warranties of SMRS.
SMRS hereby represents and warrants to and agrees with the Plan
that:
4.1 Validity of Agreement. This Agreement has been duly
authorized, executed and delivered by SMRS and is enforceable against SMRS
in accordance with its terms.
4.2 No Violations, Etc. The execution, delivery and performance
of the terms of this Agreement by SMRS, and the sale of the Plan Shares by
SMRS, (i) requires no action by or in respect of, or filing with, any
governmental body, or agency or official of the United States or any
political subdivision thereof, except for reports required to be filed with
the Securities and Exchange commission under the Securities Exchange Act of
1934, as amended, and (ii) will not violate any statute or any order, rule
or regulation of any court or government agency or body in the United States
or any political subdivision thereof having jurisdiction over SMRS, which
violation could have a material adverse effect on the ability of SMRS to
perform its obligation under this Agreement.
4.3 Delivery of Shares. Delivery by SMRS of the Plan Shares to
Prab, for further delivery to the Plan, will transfer valid title thereto,
free and clear of all liens, encumbrances, restrictions and claims of any
kind, except for the claims by the Plan of ownership of such stock.
SECTION 5. General Provisions.
5.1 Benefits; Successors and Assigns. Except as set forth
herein, or as otherwise specifically agreed to in writing by the party to be
charged, this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their successors and assigns.
5.2 Amendment and Waiver. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto. The waiver of the observance of any termhereof may only be waived
by an instrument in writing. Such waiver by any party hereto of a breach of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
5.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan.
5.4 Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof.
5.5 Headings. The headings in this Agreement are for
convenience only and shall not affect the construction hereof.
5.6 Severability. In the event that any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby.
5.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
when taken together shall constitute but one contract.
STATE TREASURER OF THE STATE OF MICHIGAN, CUSTODIAN OF THE PUBLIC
SCHOOL EMPLOYEES' RETIREMENT SYSTEM; STATE EMPLOYEES' RETIREMENT
SYSTEM; MICHIGAN STATE POLICE RETIREMENT SYSTEM; AND MICHIGAN
JUDGES' RETIREMENT SYSTEM
By:
---------------------------
Xxxx X. Xxxx, Administrator
Alternative Investments
Division
PRAB, INC. SALARIED EMPLOYEES
PROFIT SHARING PLAN
By:
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Xxxx X. Xxxxxx
Its: Trustee
