EXHIBIT 10.22
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of February 18, 1998, between Ampex
Corporation, a Delaware corporation (the "Corporation") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman and Chief Executive of the Corporation (the "Executive").
Preliminary Statement.
A. On February 17, 1998, the Board of Directors of the
Corporation authorized the Corporation to sell to the Executive up to 75,000
shares of the Class A Common Stock, par value $0.01 ("Common Stock") of the
Corporation, as an inducement to the Executive to remain as an officer and
director of the Corporation, all on the terms set forth in this Agreement; and
B. The Corporation and the Executive are entering into this
Agreement in order to evidence the terms of sale to the Executive, and set forth
the terms and conditions thereof.
1. Agreement of Sale. The Corporation hereby agrees to sell to
the Executive up to 75,000 shares (the "Shares") of Common Stock, at a price of
$2.9375 per share, upon and subject to the terms and conditions set forth
hereinbelow.
2. Purchase Procedure and Payment.
a. Purchase Procedure.
(i) Subject to the conditions set forth in this
Agreement, (1) the Executive may purchase the Shares at any time prior
to February 28, 1998 by the delivery of written notice (the "Purchase
Notice") to the Corporation, and (2) the Purchase Notice shall specify
the number of Shares to be purchased and shall contain the following
representations and warranties of the Executive: (u) the Executive is
acquiring the Shares for his own account and not with a view to, or
present intention of, distribution thereof in violation of the
Securities Act of 1933, as amended, and the rules and regulations
promulgated from time to time thereunder (the "1933 Act") or any
applicable state securities laws and will not sell or otherwise
transfer the Shares unless registered or exempt from registration under
the 1933 Act and such state laws, (v) the Executive is able to bear the
economic risks of his investment in the Shares for an indefinite period
of time, (w) the Executive is familiar with the business, financial or
other condition, assets, liabilities, properties, operations,
management and prospects of the Corporation, (x) the Executive has had
full access to such information concerning
686063.1
the Corporation as he has requested and is satisfied that there is no
material information concerning the Corporation of which he is unaware,
(y) the Executive has knowledge, skill and experience in business,
financial and investment matters so as to enable the Executive to
understand and evaluate the merits and risks of an investment in the
Shares and form an investment decision with respect thereto and (z)
acknowledges that a portion of the Shares is subject to repurchase by
the Corporation under certain circumstances as provided below.
(ii) Upon receipt of the Purchase Notice and of the
payment therefor specified below, the Corporation shall deliver to the
Executive a certificate or certificates representing the Shares being
purchased, at the Corporation's sole cost and expense. Unless
registered under the 1933 Act, such certificate or certificates
representing the Shares sold to the Executive pursuant to this
Agreement shall bear the following legend:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND ACCORDINGLY MAY NOT BE OFFERED, SOLD OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT."
b. Payment. The Executive shall pay for the Shares purchased
pursuant to this Agreement by delivery of (i) cash, or a check in good funds
payable to the Corporation, in an amount equal to twenty percent (20%) of the
purchase price ($44,062), and (ii) a promissory note (the "Note") of the
Executive for the balance, and a related pledge agreement (the "Pledge
Agreement"), in form and substance reasonably satisfactory to counsel to the
Corporation. The Note shall bear interest, payable annually on each February 15
during the term thereof and at maturity, at the Applicable Federal Rate (as
defined in the Internal Revenue Code); shall be due and payable in a single
installment on the fifth anniversary date thereof; shall be secured by a pledge
of all the Shares under the Pledge Agreement; and shall otherwise conform to the
terms specified in the resolutions of the Board of Directors of the Corporation
which authorized the sale.
3. Assignment and Release. The Executive may assign and
contribute the Shares purchased by him to a corporation or other entity owned
and controlled solely by him ("Nominee"), subject to the Pledge Agreement. The
Nominee shall execute and deliver a promissory note in substantially the form of
the Note executed by the Executive, and shall assume in writing all the
Executive's obligations under the Pledge Agreement, all in form and substance
satisfactory to counsel to the Corporation. Upon receipt of such Note and
assumption agreement, duly executed by the Nominee, the Executive shall be
released from all personal obligations under the Note and Pledge Agreement
except for any claims which have accrued to the date of assignment.
686063.1
2
4. Registration Rights. The Corporation hereby grants to the
Executive or his Nominee (as the case may be) the right to cause the Corporation
to register the Shares purchased hereunder for sale under the 1993 Act, on terms
comparable to those contained in the Registration Rights Agreement, dated as of
February 10, 1995, between the Corporation and Sherborne Investment Corporation,
as currently in effect.
5. Repurchase Rights. The Corporation shall have the right to
repurchase from the Executive or his Nominee (as the case may be) up to 37,500
Shares purchased by the Executive pursuant to this Agreement, at $2.9375 per
share, if the Executive shall voluntarily resign as both an officer and a
director of the Corporation or shall be terminated for Cause (as defined below),
prior to the first anniversary of the date of this Agreement, or to repurchase
up to 18,750 such shares, at $2.9375 per share, if the Executive shall so resign
or shall be terminated for Cause on or after the first anniversary of the date
of this Agreement and before the second anniversary of the date of this
Agreement, in either case by delivery to the Executive of written notice of
repurchase within 30 days after the effective date of his resignation or
termination. In the event of any such repurchase, the Corporation shall refund
to the Executive (or his Nominee, as the case may be) the amount of cash paid
for such Shares (including any principal or interest payments on the Note) and
return the Note to the obligor against receipt by the Corporation of the
certificate representing the Shares so repurchased (or an equivalent number of
other shares of Class A Common Stock owned by the Executive or the Nominee) and
a new Note in the appropriate principal amount. The Executive shall take all
actions reasonably required in order to cause his Nominee to comply with the
terms of this paragraph 5. The term "Cause" shall mean conviction of a felony
involving acts injurious to the Corporation.
6. Miscellaneous.
a. This Agreement may not be modified or amended unless
evidenced in writing and signed by the Corporation and the Executive.
b. All notices under this Agreement shall be mailed
(registered or certified) or delivered by hand or facsimile transmission
addressed, if to the Corporation, to it at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention, General Counsel, and, if to the Executive, to him
at his office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other
address as may be designated in writing by either of them to the other.
c. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
d. This Agreement shall be binding upon and inure to the
benefit of the heirs, successors and assigns of the parties, subject to the
limitations set forth in paragraph 3.
686063.1
3
IN WITNESS WHEREOF the parties have executed this Agreement on
the date first set forth above.
AMPEX CORPORATION
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
686063.1
4
PLEDGE AGREEMENT, dated as of February 18, 1998, between ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, as Pledgor, and AMPEX CORPORATION, a Delaware corporation, as Pledgee.
The Pledgor is entering into this Pledge Agreement in order to
secure repayment of Pledgor's Promissory Note dated the date hereof (the "Note")
to the Pledgee in a principal amount of $176,250, representing indebtedness
incurred by Pledgor in connection with its purchase of 75,000 shares of the
Class A Common Stock, par value $0.01 per share ("Common Stock") of the Pledgee,
pursuant to a Stock Purchase Agreement, dated of even date herewith (the
"Purchase Agreement"), between the Pledgor, and the Pledgee.
7. Pledge. As collateral security for the due and punctual
payment of the Note, the Pledgor hereby pledges to the Pledgee 75,000 shares of
Common Stock more fully identified in Schedule A hereto (the "Pledged Stock"),
together with the proceeds thereof and, except as set forth in paragraph 2
below, all cash, securities or other property distributed in respect of or in
exchange for the Pledged Stock (collectively, the "Collateral"). Upon delivery
to the Pledgee, the Pledged Stock shall be accompanied by executed stock powers
in blank or other instruments of transfer satisfactory to Pledgee. Upon the
occurrence of an Event of Default, the Pledgee shall have the right to have the
Pledged Stock registered in the name of the Pledgee.
8. Voting Rights; Dividends. Unless and until an Event of
Default under the Note shall have occurred and be continuing, the Pledgor shall
have all voting and consensual rights with respect to the Pledged Stock for any
purpose not inconsistent with the terms of this Pledge Agreement; and the
Pledgor shall be entitled to receive any cash dividends on the Pledged Stock,
but any stock dividends and other distributions of securities or property on or
in exchange for the Pledged Stock shall become part of the Collateral hereunder.
Upon the occurrence and during the continuance of an Event of Default under the
Notes, all such rights shall vest solely in the Pledgee.
9. Remedies upon Default. If an Event of Default under the
Note shall have occurred and be continuing, the Pledgee may exercise all rights
of a secured creditor under the Uniform Commercial Code, including without
limitation the right to sell, at public or private sale, the Collateral. The
Pledgee shall give the Pledgor thirty (30) business days notice of any intention
to make a sale of the Collateral. The proceeds of sale shall be applied first to
the payment of all reasonable costs and expenses incurred by the Pledgee in
collecting the Note and enforcing its rights under this Pledge Agreement,
second, to the repayment of the Note, and third, any balance shall be paid over
to the Pledgor.
10. No Waiver. No failure on the part of the Pledgee to
exercise any right or remedy hereunder shall operate as a waiver thereof, and
all remedies hereunder are cumulative.
11. Termination; Release. This Agreement shall terminate when
the Note has been fully paid, at which time the Pledgee shall reassign and
deliver to the Pledgor such of the Collateral as has not been sold by the
Pledgee pursuant to the terms hereof, such reassignment to be without
representation or recourse except that the Pledgee shall warrant that it has
made no prior sale, assignment, pledge or encumbrance of the Collateral. Upon
repayment of any portion of the principal of the Note (in an amount not less
than $1,000), the Pledgee shall release, reassign and deliver to the Pledgor a
number of shares of the Pledged Stock equal to the amount so repaid divided by
2.35 (the product of $176,250 divided by 75,000 shares).
686063.1
12. Further Assurances. The Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments and instruments as the Pledgee may reasonably request in connection
with the pledge of Collateral or in order to better assure and confirm the
Pledgee's rights and remedies hereunder.
13. Binding Agreement; Assignment. This Pledge Agreement shall
be binding upon and inure to the benefit of the parties hereto and to all
holders of the Note and their successors and assigns, except that Pledgor shall
not be permitted to further pledge or encumber the Collateral. Any transferee of
any of the shares of Pledged Stock shall take subject to all Pledgor's
obligations under this Pledge Agreement until such shares have been released or
this Pledge Agreement terminated as provided in paragraph 5 above.
14. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.
IN WITNESS WHEREOF the parties have executed this Pledge
Agreement as of the day first above written.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
AMPEX CORPORATION
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
686063.1
2
SCHEDULE A
Description of Pledged Stock
75,000 shares of Class A Common Stock, par value $0.01 per share, of Ampex
Corporation registered in the name of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Certificate No. A ).
686063.1
3
PROMISSORY NOTE
$176,250 February 18, 1998
FOR VALUE RECEIVED, THE UNDERSIGNED, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the
"Borrower"), HEREBY PROMISES TO PAY to the order of AMPEX CORPORATION, a
Delaware corporation ("Payee"), on February 15, 2003, the principal sum of One
Hundred Seventy Six Thousand Two Hundred Fifty Dollars ($176,250), together with
interest on the principal amount hereof from time to time outstanding at the
rate of 5.69% per annum. Accrued interest on this Note shall be payable on each
February 15 and on the date of each payment of the principal hereof until this
Note is paid in full.
The Borrower shall have the right, at any time, to prepay all
or any part of the outstanding principal amount without premium or penalty.
The occurrence of any one of the following shall constitute an
Event of Default hereunder:
(a) The Borrower shall default in the payment of the principal
of or accrued interest on this Note when due and such default shall continue for
a period of three (3) days after notice from the holder of this Note;
(b) The Borrower shall default in the performance of any other
term of this Note and such default shall continue for 30 days after notice from
the holder of this Note; or
(c) The Borrower shall (i) be adjudicated a bankrupt or
insolvent; or file a voluntary petition in bankruptcy; or (ii) any involuntary
petition in bankruptcy shall be filed against the Borrower which shall not have
been discharged within 60 days.
Upon the occurrence of an Event of Default, and at any time
thereafter while such Event of Default is continuing:
(a) the holder of this Note may by written notice to the
Borrower declare all or any part of the unpaid balance of this Note immediately
due and payable, whereupon such unpaid balance or part thereof shall become so
due and payable without presentation, protest or further demand or notice of any
kind, all of which are hereby expressly waived, and the holder of this Note may
proceed to enforce payment of such balance or part thereof in such manner as it
may elect; and
(b) the holder of this Note may proceed to protect and enforce
its rights by suit in equity, action at law and/or other appropriate means and
may exercise any and all rights afforded a secured creditor under the Uniform
Commercial Code, including without limitation, enforcement of rights under the
Pledge Agreement referred to below.
The Borrower hereby agrees to pay on demand reasonable costs
and expenses, including without limitation reasonable attorneys' fees, incurred
or paid by the holder of this Note in enforcing this Note upon the occurrence of
an Event of Default.
686063.1
The Borrower hereby waives presentment, demand, notice,
protest and other demands and notices in connection with the delivery,
acceptance or enforcement of this Note.
No delay or omission on the part of the holder of this Note in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note, and a waiver, delay or omission on any one occasion
shall not be construed as a bar to or waiver of any such right on any future
occasion.
This Note is subject to the terms and conditions set forth in
a Stock Purchase Agreement, dated as of February 18, 1998, between the Borrower
and the Payee, including without limitation provisions with respect to the
assignment and assumption of this Note, and is secured by a pledge with the
Payee of certain Collateral under the terms of a Pledge Agreement, of even date,
between the Borrower and the Payee.
All notices hereunder shall be deemed to have been given when
delivered in person or, if mailed, when actually received by the party to whom
addressed. Such actual receipt shall be presumed if such notice shall be mailed
by registered or certified mail, addressed to any party at its address set forth
below or at any other address notified in writing to the other parties hereto,
and if the sender shall have received back a return receipt.
To the Borrower: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Payee: ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
This Note shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Note as of the date first above written.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
686063.1
2