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Exhibit 10.1
ROCKY SHOES & BOOTS, INC.
TERMINATION OF
BUY AND SELL AGREEMENT
THIS TERMINATION OF BUY AND SELL AGREEMENT is entered into as of this
18th day of August, 1998, among Rocky Shoes & Boots, Inc., an Ohio corporation
with its principal place of business at 00 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxx
00000 (the "Company"), and Xxxx Xxxxxx, Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx X.
Xxxxx, Xxx X. Xxxxxx, and Xxxxxxx Xxxxxx Xxxxxx.
RECITALS
A. The parties hereto entered into a Buy and Sell Agreement, dated December 21,
1992 (the "Agreement"), as amended on February 3, 1995, and June 30, 1996, which
sets forth the terms and conditions under which certain shares of the Company's
common stock, without par value (the "Common Stock"), may be sold, transferred,
disposed of, or redeemed.
B. The Company has been public for more than five years and several of the
individual shareholders subject to the Agreement have a need to make transfers
for estate planning or other purposes, and the Company and such shareholders
desire that the Agreement be terminated and all shares of common stock owned by
each such shareholder subject to the Agreement be released from the terms of the
Agreement.
AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the Agreement is terminated.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ XXXX XXXXXX /s/ XXXXXXX XXXXXX XXXXXX
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Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxx
/s/ XXXXXXXX X. XXXXX /s/ XXX X. XXXXXX
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Xxxxxxxx X. Xxxxx Xxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx Xxxxxx ROCKY SHOES & BOOTS, INC.
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Xxxxxxx Xxxxxx Xxxxxx
/s/ XXXXX X. XXXXXXXXX
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By: Xxxxx X. Xxxxxxxxx
Executive Vice President