SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT ("Agreement") is entered into effective as of
May 1, 1996 by and between the undersigned ("Shareholder") and Noble
International, Ltd. ("Corporation") who agree to the following:
1. Stock Purchase. The Corporation may purchase all of the Shareholders
stock at any time by giving written notice to Shareholder. In addition, upon the
Shareholder's: (I) death, or (ii) termination for any reason as an employee or
Director of the Corporation ("Termination"), the Corporation shall promptly
purchase all of the shares of its stock held by Shareholder.
2. Purchase Price. The purchase price shall be the net book value per share
at the end of the month preceding the date of the Shareholder's death, date of
the Termination or the date upon which the Company gives written notice of its
intention to purchase Shareholder's stock. The accountant regularly retained by
the Corporation shall determine the net book value per share by applying the
accounting principles consistently followed in preparing the financial
statements of the Corporation. This determination of net book value per share
shall be final and binding on all persons.
3. Payment. The Corporation may pay the purchase price in a lump sum or in
five equal annual installments. The lump sum of the first installment shall be
paid at the time of the delivery of the endorsed stock certificates to the
Corporation or if the shares are pledged or assigned, within ten (10) days after
giving notice of its intent to purchase the stock. Any remaining installments
shall be evidenced by a promissory note bearing interest at a fixed annual rate
equal to ten percent (10%). The note shall permit prepayment at any time without
penalty and shall provide for immediate payment of the balance due on default in
payment of principal or interest.
4. Stock Transfer Restriction. The Shareholder may not transfer any shares
of Corporation stock without the prior written consent of the Corporation. This
applies to any disposition or encumbrance, whether voluntary, involuntary, or by
operation of law. Any transfer in violation of this Agreement is void. Shares
transferred with consent shall be held by the transferee subject to the
provisions of this Agreement or such other Agreement the Corporation deems
appropriate.
5. Termination. This Agreement shall terminate upon the Corporation
becoming publicly held.
6. Other. This Agreement shall apply to stock now owned or later acquired
by the Shareholder; may be signed in counterpart; contains the entire agreement
between the parties; cannot be modified except in writing and signed by the
Corporation and the Shareholder; shall be binding on the parties and their legal
representatives, heirs, and assigns; can be specifically enforced; and shall be
governed by Michigan law. Each stock certificate shall bear a legend referring
to this Agreement.
SHAREHOLDER NOBLE INTERNATIONAL, LTD.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Its: President and Chief Executive Officer