Exhibit 10.52
SHARE REPURCHASE AGREEMENT
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SHARE REPURCHASE AGREEMENT, dated as of March 31, 2003, between RACI
Holding, Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx (the
"Shareholder").
WHEREAS, effective as of March 31, 2003 (the "Retirement Date"), the
Shareholder has retired from active employment with the Company's wholly owned
subsidiary, Remington Arms Company, Inc. ("Remington");
WHEREAS, in connection with the Shareholder's retirement from active
employment, the Shareholder, Remington and the Company have entered into a
retirement agreement dated March 31, 2003 ("Retirement Agreement");
WHEREAS, the Company and the Shareholder are parties to several
Management Stock Subscription Agreements (collectively, the "Stock Subscription
Agreements"), pursuant to which the Shareholder holds an aggregate of 336 shares
(the "Shares") of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), issued pursuant to the RACI Holding, Inc. Stock Incentive
Plan (the "Plan") and represented by Certificate No. A-64;
WHEREAS, pursuant to Section 6(a) of the Stock Subscription
Agreements, the Company has exercised its right to repurchase all of the
Shares held by the Shareholder as of the termination of his active employment
with Remington;
WHEREAS, the Company and the Shareholder agree that the Company shall
pay the Shareholder $220.31 for each such Share;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and in the Retirement Agreement and for other good and valuable
consideration, the Company and the Shareholder hereby agree as follows:
1. Payment for the Shares. Simultaneously with the execution of the
Retirement Agreement or such other date as the parties shall mutually agree in
writing (the "Closing Date"), the Company shall pay the Shareholder for the
Shares, at the purchase price set forth in Section 2 below, payable as provided
in Section 5 below.
2. Purchase Price. The Company and the Shareholder agree that the
purchase price for the Shares is $220.31 per Share and that the aggregate
purchase price for the Shares is $74,024.16 (the "Purchase Price"). The Company
and the Shareholder acknowledge and agree that the Purchase Price is equal to
the aggregate fair market value of the Shares as of the Retirement Date.
3. Payment of Purchase Price. (a) On the Closing Date, the Company
shall deliver to the Shareholder a check, payable to the order of the
Shareholder, for the Purchase Price, subject to reduction for any applicable tax
and other withholding.
(b) On the Closing Date, the Stockholder shall deliver to Remington,
as bailee, the receipt for Certificate No. A-64, originally provided by
Remington to the Shareholder pursuant to the Master Bailment Agreement, dated as
of February 12, 2003 among Remington and the Bailors listed on Schedule A
thereto (including the Shareholder) (the "Master Bailment Agreement"), together
with a letter of direction, in the form attached hereto as Exhibit A, executed
by the Shareholder, directing Remington, as Bailee under the Master Bailment
Agreement, to deliver to the Company the Certificate described in this Section
3(b), which evidences the issuance of the Shares to the Shareholder.
(c) On the Closing Date, the Shareholder shall deliver to the
Company a stock power with respect to the Shares, in the form attached hereto as
Exhibit B, executed by the Shareholder.
(d) On the Closing Date, the Shareholder and the Company shall each
execute a cross-receipt, in the form attached hereto as Exhibit C, acknowledging
the receipt of the documents described in the foregoing paragraphs (a), (b) and
(c).
4. Shareholder's Release; Stock Subscription Agreements and Related
Documents. The Shareholder hereby waives any and all rights that he may have or
that otherwise may exist or may have arisen with respect to any of the Shares
under the Plan, or the Stock Subscription Agreements, or otherwise in connection
with the offering or sale by the Company or the acquisition by the Shareholder
of the Shares pursuant to the Confidential Offering Memorandum, dated as of May
14, 1999, as supplemented, the Confidential Notice to Holders of Deferred
Shares, dated December 19, 2002, or the Stock Incentive Plan Election Form,
dated December 23, 2002 (the "Offers," and, collectively with any other
agreement or document executed or to be executed in connection therewith, the
"Other Transaction Documents"). The Shareholder and the Company hereby each
acknowledges and agrees that all of their respective rights and obligations
under the Stock Subscription Agreements and the Other Transaction Documents with
respect to the Shares are hereby terminated, and the Shareholder hereby releases
and forever discharges the Company, The Xxxxxxx Xxxxxxxx Private Equity Fund IV
Limited Partnership, Bruckmann, Xxxxxx, Xxxxxxx & Co. II, L.P., and each of
their respective subsidiaries, affiliates, successors and assigns and each of
their respective employees, directors, officers, shareholders, agents and other
representatives from any and all claims, obligations and liabilities arising
under or in connection with the Stock Subscription Agreements, Other Transaction
Documents or otherwise in respect of the Shares and acknowledges to be fully
satisfied all of his rights under the Stock Subscription Agreements and the
Other Transaction Documents and otherwise in respect of the Shares.
5. Entire Agreement; Applicable Law. This Agreement, including the
attached Exhibit A, together with the Retirement Agreement, constitutes the
entire
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agreement between the parties with respect to the subject matter hereof. All
prior correspondence and proposals (including summaries of proposed terms) and
all prior promises, representations, understandings, arrangements and agreements
relating to such subject matter (including, but not limited to, those made to or
with Shareholder by any other person or entity) are merged herein and superseded
hereby. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF DELAWARE, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER
PRINCIPLES OF CONFLICT OF LAWS.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Shareholder have executed this
Share Repurchase Agreement as of the date first above written.
RACI HOLDING, INC.
By: /s/ Xxxx Xxxxxx
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Name: M. Little
Title: Executive VP, CFO, CAO,
Treasurer
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
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EXHIBIT A
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[Date]
[Name]
[Address]
Re: Bailment Arrangements
Dear [___________]:
As Bailee under the Master Bailment Agreement (as defined in the Stock
Repurchase Agreement), Remington Arms Company, Inc. ("Remington") is hereby
authorized and directed to deliver to RACI Holding, Inc. (the "Company"), for
and on my behalf, Certificate No. A-64 representing in the aggregate 336 shares
of common stock, par value $.01 per share, of the Company, in connection with
the Company's purchase of such shares from me. Pursuant to Paragraph 5 of the
Master Bailment Agreement, I have enclosed the receipts for such shares
originally provided to me by Remington.
Sincerely,
Xxxxxx X. Xxxxxx
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EXHIBIT B
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STOCK POWER
FOR VALUE RECEIVED, I, Xxxxxx Xxxxxx, hereby sell, assign and transfer
unto RACI Holding, Inc. (the "Corporation") three hundred thirty-six (336)
shares of the common stock of the Corporation standing in my name on the books
of the Corporation represented by Certificate No. A-64, and do hereby
irrevocably constitute and appoint [_____________] as Attorney to transfer the
said shares on the Books of the Corporation with full power of substitution in
the premises.
Dated:
___________________________________
Xxxxxx X. Xxxxxx
In the presence of ____________________________
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EXHIBIT C
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CROSS-RECEIPT RELATING TO
THE TERMS OF THE MARCH 31, 2003
SHARE REPURCHASE AGREEMENT
I, Xxxxxx X. Xxxxxx, hereby acknowledge receipt from RACI Holding, Inc.
(the "Company") of a check in the amount of $74,024.16, which amount is in full
payment of the purchase price for the 336 Shares of the Company's Common Stock,
par value $.01 per share that the Company is repurchasing from me.
Dated : March 17, 2003
____________________________
/s/ Xxxxxx X. Xxxxxx
___________________________________
Xxxxxx X. Xxxxxx
The Company hereby acknowledges receipt from Remington Arms Company,
Inc., acting at the direction of and on behalf of Xxxxxx X. Xxxxxx, of
Certificate No. A-64, three hundred thirty-six (336) shares of Common Stock, and
an executed stock power relating thereto.
Dated: March 17, 2003
____________________________
RACI Holding, Inc.
By: /s/ Xxxx Xxxxxx
________________________________
Name: M. Little
Title: Exec. VP, CFO, CAO, Treasurer
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