SHAREHOLDER'S AGREEMENT
THIS AGREEMENT made effective the 1st day of December, 1995,
by and among Xxxx X. Xxxxxx ( Shareholder and the member of Group
1") and Xxxxxx Xxxxxx and SBL Corporation ("Shareholders and the
members of Group 2").
WHEREAS, the Shareholder owns stock of LSB Industries, Inc.
("LSB") and SBL Corporation ("SBL") (collectively referred to as
the "Shares"); and
WHEREAS, the Shareholders desire to promote and protect their
mutual interest by imposing certain restrictions and obligations on
the Shares owned or to be acquired by the Shareholders or upon the
sale of the Shares by the Shareholders.
WHEREAS, the parties shall be designated as follows:
Group 1
Xxxx X. Xxxxxx
Group 2
Xxxxxx Xxxxxx
SBL Corporation
NOW, THEREFORE, for mutual promises and adequate
consideration, the parties desire to and do hereby enter into the
following agreement.
1. Restriction on Transfer of Shares by Group 1. No
Shareholder in Group 1 or transferee of a Shareholder in Group 1,
or the estate or heirs of any Shareholder in Group 1 or transferee
thereof, shall dispose or transfer any of Shares to any person or
entity not in Group 1 without Group 2 Shareholders' prior written
consent, unless all such Shares are first offered for sale to each
of the Shareholders in Group 2 in the manner provided below. Any
purported transfer or disposition of Shares in violation of the
terms of this Agreement shall be null and void.
Every such offer shall be made in writing, and shall state
that the Group 1 offeror offers to sell all (or a portion of) the
shares of LSB or SBL held or owned by him to the Shareholders in
Group 2. A copy of such offer shall be sent by certified mail,
return receipt requested, to each of the parties to this Agreement
who are then Shareholders in Group 2.
2. Purchase Price. For the purposes of this Agreement, the
purchase price of shares sold to Group 2 pursuant to the terms set
forth herein shall be as follows:
a. In the case of a sale of shares by Shareholder in
Group 1 to Group 2 due to involuntary transfer or legal
proceedings, including divorce, within the ten (10) years
following the effective date of this Agreement, the purchase
price of the shares from the disposing party shall be their
book value as shown by the balance sheet of the corporation as
at the close of the calendar year preceding the date of offer
subject to the definition of the term "book value" hereinafter
set forth, less an amount equal to any investment in the
corporation made by Shareholders in Group 2, less any amounts
owed by Group 1 to any members of Group 2 and less a discount
of 30%.
b. In the case of a sale by Shareholder in Group 1 for
any reason after ten (10) years from the effective date of
this Agreement, the purchase price of the shares shall be
their "fair market value", the determination of which will be
made pursuant to the terms hereinafter set forth.
c. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall be
the average daily closing price of LSB shares on the NYSE or
successor national quotation service during the previous
twelve months prior to the date for which a value is being
determined, less a discount ("haircut") of 30%. For the
purpose of this calculation, only business days shall be used
to determine price and the number of days to be considered.
3. Definition of Book Value.
a. For the purposes of this Agreement, the book value
of the shares shall be determined by the corporation's regular
certified public accountant, pursuant to the provisions of
GAAP; however, there shall be no allowance of any kind shall
be made for the corporations' goodwill, trade name, or
intangible assets.
b. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall be
the average daily closing price of LSB shares on the NYSE or
successor national quotation service during the previous
twelve months prior to the date for which a value is being
determined, less a discount ("haircut") of 30%. For the
purpose of this calculation only business days shall be used
to determine price and the number of days to be considered.
The book value so determined by the certified public accountant
shall be binding and conclusive on all parties.
4. Definition of Fair Market Value.
a. For purposes of this Agreement, the fair market
value of the SBL shares shall be determined to be the price at
which the shares could be sold to a non-interested third party
taking into account a discount ("haircut") for a minority
interest, if applicable. This determination shall be made by
a certified appraisal service or accountant selected by the
Shareholders in Group 2.
b. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall be
the average price of LSB shares on the NYSE or successor
national quotation service during the previous twelve months
prior to the date for which a value is being determined, less
a discount ("haircut") for restricted stock of 30%. For the
purpose of this calculation only business days shall be used
to determine price and the number of days to be considered.
5. Payment of Purchase Price. The purchase price of the
shares shall be paid in cash or a note over a period of five (5) or
more years as determined by the parties.
6. Option to Purchase Shares. Each shareholder entitled to
purchase shall have a period of ninety (90) days from the time of
such offer to accept all or part of such offer. The acceptance
shall be in writing.
7. Failure to Exercise Option. If any of the Shares so
offered for purchase by Shareholder in Group 1 are not accepted by
Shareholders in Group 2 within the period of time prescribed
herein, the provisions of this Agreement shall thereafter no longer
apply to the offerors unaccepted shares; provided, however, that if
the unaccepted shares are not sold to another party, then the
provisions of this Agreement will continue to apply to such shares.
If, however, a shareholder thereafter acquires any additional SBL
or LSB shares, such shares shall be subject to all the provisions
of this Agreement.
8. Endorsement on Share Certificate. All shares of SBL and
LSB issued and delivered to Xxxx X. Xxxxxx or held by Xxxx X.
Xxxxxx shall have endorsed thereon the following statement:
"The shares represented by this certificate are subject to the
rights and limitations of an agreement dated December 1, 1995,
between Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and SBL Corporation."
Even if this endorsement is not made, the terms and conditions of
this Agreement shall still remain in effect.
9. Binding Effect. This Agreement shall bind the parties
hereto, and their respective heirs, administrators, executors,
successors, and assigns any person or entity who purchases shares
from a Shareholder, provided that if the Shareholders in Group 1
dispose of their shares to a party that is not a member of Group 2,
then the transferee of the shares will be bound by this Agreement
unless the Shareholders in Group 2 agree to waive the provisions
hereof in writing prior to such transfer.
10. Notices. All notices under this Agreement shall be
mailed to the parties at the following addresses:
Name Address
----------------------- ------------------------
Xxxx X. Xxxxxx 0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx Xxxx, XX 00000
Xxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx Xxxx, XX 00000
SBL Corporation X.X. Xxx 000
Xxxxxxxx Xxxx, XX 00000
Any party may change his mailing address by serving written notice
of such change and of such new address on all other parties.
11. Entire Agreement This Agreement supersedes all
agreements previously made between the parties relating to its
subject matter. There are no other understandings or agreements
between the parties regarding the matters covered herein. This
Agreement may only be amended by a writing signed by those parties
agreeing to such amendment.
12. Non-Waiver. No delay or failure by a party to exercise
any right under this Agreement, and no partial or single exercise
of that right, shall constitute a waiver of that or any other
right, unless otherwise expressly provided herein.
13. Headings. Headings in this Agreement are for
convenience only and shall not be used in interpret or construe its
provisions.
14. Governing Law. This Agreement shall be construed in
accordance with, and governed by, the laws of the state of
Oklahoma.
15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original.
16. Severability. If any part of this Agreement shall be
held unenforceable, the rest of this Agreement will nevertheless
remain in full force and effect.
17. Specific Enforcement. The parties hereto hereby declare
that it is impossible to measure in money the damages which will
accrue to a party hereto or to any of its or his successors, heirs,
personal representatives, or permitted assigns by reason of a
failure to perform any of the obligations under this Agreement and
agree that the terms of this Agreement shall be, specifically
enforceable in equity. If any party hereto or its or his
successors, heirs, personal representatives, or permitted assigns
institutes any action or proceeding to specifically enforce the
provisions hereof, any person against whom such action or
proceeding is brought hereby waives the claim or defense therein
that such party or personal representative has an adequate remedy
at law, and such person shall not urge in any action or proceeding
the claim or defense that such remedy at law exists. It is,
therefore, agreed that in the event that any breach or threatened
breach by any of the Shareholders of any of the terms and
conditions set forth herein, any of the other parties hereto shall
be entitled, in addition to any and all other rights and remedies
which it or they may have in law or in equity, to apply for and
obtain injunctive relief requiring the defaulting party or party
threatening to default to be restrained from any such breach,
threatened breach or to refrain from a continuation of any actual
or threatened breach.
18. Securities Law Compliance. Notwithstanding any other
provision hereof, no transfer shall be permitted or is intended to
be permitted hereby which would require any party to file any
registration statement under the Securities Act of 1933, as
amended, or any state's securities laws.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement and intend such Agreement to be in full force and effect
the 1st day of December, 1995.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
____________________ ______________________
XXXX X. XXXXXX XXXXXX XXXXXX
SBL CORPOPATION
/s/ Xxxxxx X. Xxxxxx
By:____________________________
Xxxxxx X. Xxxxxx, Vice President
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