Executive Stock Agreement between Ranger Aerospace Corporation and Stephen D. Townes (March 7, 2000)

Summary

This agreement is between Ranger Aerospace Corporation and executive Stephen D. Townes. It sets the terms for Townes to purchase 800 shares of Class B Non-Voting Common Stock and 120 shares of Redeemable Preferred Stock from the company for a total of $200,000. The agreement outlines restrictions on transferring the shares, including limitations on sales and requirements to comply with company-approved transactions. The shares are part of Townes' compensation and are subject to certain conditions if his employment ends or if the company is sold.

EX-10.13 6 0006.txt EXHIBIT 10.13 SECOND RANGER AEROSPACE CORPORATION EXECUTIVE STOCK AGREEMENT ---------------------------- THIS EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March --------- 7, 2000, between Ranger Aerospace Corporation, a Delaware corporation (the "Company"), and Stephen D. Townes ("Executive"). --- --------- The Company and Executive desire to enter into an agreement pursuant to which Executive shall purchase, and the Company shall sell to Executive, (i) 800 shares of the Company's Class B Non-Voting Common Stock, par value $0.01 per share (the "Common Stock"), at a price of $100 per share, and (ii) 120 shares of ------------ the Company's Redeemable Preferred Stock, par value $.01 per share (the "Preferred Stock," and together with the Common Stock, the "Shares" or the --------- ------ "Executive Stock"), at a price of $1,000 per share. Certain definitions are set ----------- forth in paragraph 6 of this Agreement. The parties hereto agree as follows: 1. Purchase and Sale of Executive Stock. - -- ----------------------------------------- (1) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell to Executive, 800 shares of Common Stock and 120 shares of Preferred Stock for an aggregate purchase price of $200,000. The Company shall deliver to Executive certifi-cates repre-senting the Shares upon payment by Executive of the purchase price therefor by cashier's or certified check or wire transfer of immediately available funds. Executive may elect, in his sole discretion, to cause one or more of his own independent retirement accounts or similar accounts (collectively, the "IRA") to purchase the Executive Stock on --- the condition that Executive causes the IRA to be bound by the provisions of this Agreement to the same extent as Executive is bound. If Executive makes such an election, the Company shall take all reasonably necessary or desirable action to facilitate such purchase by the IRA. (2) In connection with the purchase and sale of the Shares hereunder, Executive represents and warrants to the Company that: (1) Execu-tive Stock to be acquired by Executive pursuant to this Agreement shall be acquired for Executive's own account and not with a view to, or intention of, distribu-tion thereof in violation of the Securities Act, or any applicable state securities laws, and Executive shall not dispose of any shares of Executive Stock in contravention of the Securities Act or any applicable state securities laws. (2) Executive is an employee of the Company or one of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in Executive Stock. -60- (3) Executive is able to bear the economic risk of his or her investment in Executive Stock for an indefinite period of time. Executive understands that shares of Executive Stock have not been registered under the Securities Act and, therefore, cannot be sold unless subsequent-ly registered under the Securities Act or an exemption from such registration is available. (4) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to (A) such other information concerning the Company and the offering of Executive Stock hereunder as he or she has requested and (B) such other information which Executive deemed necessary and desirable to make an informed investment decision regarding the purchase of Executive Stock hereunder. (5) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (3) As an inducement to the Company to issue Executive Stock to Executive hereunder, and as a condition thereto, Executive acknowledges and agrees that: (1) neither the issuance of Executive Stock to Executive hereunder nor any provision contained herein shall entitle Executive to remain in the employment of the Company or its subsidiaries or affect the right of the Company or its subsidiaries to terminate Executive's employment at any time; and (2) neither the Company nor its subsidiaries shall have any duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any information regarding the Company or its subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of Executive's employment with the Company or its subsidiaries or as otherwise provided hereunder. (4) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive. 2. Restrictions on Transfer of Executive Stock. Executive shall not sell, - -- --------------------------------------------- pledge or otherwise transfer any interest in any Executive Stock except pursuant to: (i) a Public Sale, (ii) the provisions of paragraph 4 hereof, (iii) paragraphs 3 or 4 of the Security Holders Agreement dated April 1, 1998 as amended by and among the parties hereto and other parties, or (iv) upon the death of Executive pursuant to his or her will or the laws of descent and distribution. 3. Additional Restrictions on Transfer. - -- -------------------------------------- (1) The certificates representing shares of Executive Stock shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH 7, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN --- THE ABSENCE OF AN EFFECTIVE REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMP-TION FROM REGISTRATION THEREUN-DER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF MARCH 7, 2000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (2) Holdback. In connection with any Public Sale, Executive agrees to comply - --- -------- with the terms of any underwriting agreement (or other related agreement) that is approved by the Board and entered into by the holders of a majority of shares in the Company. 4. Sale of the Company. - -- ---------------------- (1) Consent to Sale of the Company. If the Board and the holders of a - --- ----------------------------------- majority of the Company's Common Stock then out-standing approve a Sale of the - --- Company (the "Approved Sale"), Executive shall consent to and raise no - - -------------- objections against the Approved Sale of the Company. If the Approved Sale is structured as a sale of stock, Executive shall agree to sell all Executive Stock on the terms and conditions approved by the Board and the holders of a majority of the Common Stock then outstanding. If the Approved Sale is structured as a merger, Executive shall approve the merger and agree to waive all dissenters, approval or similar rights he or she may have in connection therewith. Executive shall take all necessary and desirable actions in connection with the consummation of any Approved Sale as reasonably requested by the Board or holders of a majority of the Company's Common Stock then outstanding. (2) Conditions to Obligation. The obligations of Executive with respect to - --- ------------------------- the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, Executive shall receive the same form of consideration and the same portion of the aggregate consideration that Executive would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to the consummation of the Approved Sale; (ii) if any other holder of capital stock of the Company is given an option as to the form and amount of consideration to be received, Executive shall be given the same option. (3) Purchaser Representative. If the Company or the holders of the - --- ------------------------- Company's securities enter into any negotiation or transaction for which Rule - --- 506 (or any similar rule then in effect) promulgated by the Securities Exchange - -- Commission may be available with respect to such negotiation or transaction (in-cluding a merger, consolidation or other reorganization), Executive shall, at the request of the Company, appoint a purchaser repre-sentative (as such term is defined in Rule 501) reasonably acceptable to the Company. If Executive appoints the purchaser repre-sentative designated by the Company, the Company shall pay the fees of such purchaser representative, but if Executive declines to appoint the purchaser representative designated by the Company Executive shall appoint another purchaser representative (reasonably acceptable to the Company), and shall be responsible for the fees of the purchaser representative so appointed. (4) Termination of Restrictions. The provisions of this paragraph 4 shall - --- ----------------------------- terminate with respect to any shares of Executive Stock when such shares have be sold in a Public Sale. 5. Rule 701 Under the Securities Act. Executive and the Company hereby - -- -------------------------------------- acknowledge and agree that the purchase and sale of securities contemplated - -- hereunder is part of the compensation arrangements between Executive and the - -- Company and its subsidiaries, and that this Agreement is a written contract - -- relating to the compensation of Executive. The securities purchased by - -- Executive hereunder are being issued in reliance on the exemption from - -- registration provided in Rule 701 promulgated by the Securities and Exchange - -- Commission under the Securities Act and are "restricted securities" within the - -- meaning of Rule 144 under the Securities Act. Executive hereby covenants and agrees that he will sell the securities purchased hereunder only pursuant to registration under the Securities Act, or pursuant to an exemption from registration available thereunder. 1. 6. Definitions. - -- ----------- "Board" shall mean the Board of Directors of the Company. ----- "Common Stock" shall mean the Company's Class B Non-Voting Common Stock, ------------- par value $.01 per share, or, in the event that the outstanding Common Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securi-ties. "Company" shall mean Ranger Aerospace Corporation, a Delaware corporation. ------- "Executive Stock" shall continue to be Executive Stock in the hands of any ---------------- holder other than Executive (except for the Company and the Significant Stockholders and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Stock shall succeed to all rights and obliga-tions attributable to Executive as a holder of Executive Stock hereunder. Executive Stock shall also include shares of the Company's capital stock issued with respect to Executive Stock by way of a stock split, stock dividend or other recapitalization. "Public Sale" means any sale to the public pursuant to an offering under ------------ the Securities Act or to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker. "Sale of the Company" means a merger or consolidation effecting a change in ------------------- control of the Company, a sale of all or substantially all of the Company's assets or a sale of a majority of the Company's outstanding voting securities. "Securities Act" means the Securities Act of 1933, as amended from time to --------------- time, and any successor statute. "Transfer" means to sell, transfer, assign, pledge or otherwise dispose of -------- (whether with or without consideration and whether voluntarily or involuntarily or by operation of law). 7. Notices. All notices, demands or other communications to be given or - -- ------- delivered under or by reason of the provisions of this Agreement shall be in - -- writing and shall be deemed to have been given when delivered personally, mailed - -- by certified or registered mail (return receipt requested and postage prepaid), or sent by facsimile (with facsimile transmission information and hard copy to follow by regular mail) to the recipient. Such notices, demands and other communications shall be sent to you and to the Company at the addresses indicated below: 1. (1) If to Executive: - --- ----------------- To the address set forth in the books and records of the Company (2) If to the Company: - --- -------------------- Ranger Aerospace Corporation 1815 Griffin Road, Suite 300 Fort Lauderdale International Airport Fort Lauderdale, Florida 33004-2252 Attention: President With a copy to: CIBC Wood Gundy Ventures. Inc. 425 Lexington Avenue, 3rd Floor New York, NY 10017 Telephone: (212) 885-4400 Facsimile: (212) 885-4493 Attention: Jay Levine or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. 8. General Provisions. - -- ------------------- (1) Transfers in Violation of Agreement. Any Transfer or attempted Transfer - --- ----------------------------------- of any Executive Stock in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Stock as the owner of such stock for any purpose. (2) Severability. Whenever possible, each provision of this Agreement shall - --- ------------ be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. (3) Entire Agreement. This Agreement constitutes the entire understanding - --- ----------------- between Executive and the Company, and supersedes all other agreements, whether - -- written or oral, with respect to the acquisition by Executive of Executive Stock of the Company. (1) (4) Counterparts. This Agreement may be executed simultaneously in two or - --- ------------ more counterparts, each of which shall constitute an original, but all of which - -- taken together shall constitute one and the same Agreement. (5) Successors and Assigns. Except as otherwise expressly provided herein, - --- ------------------------ all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. (6) Governing Law. The corporate law of Delaware shall govern all questions - --- ------------- concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law, and not the law of conflicts, of Delaware. (7) Remedies. The parties hereto shall be entitled to enforce their rights - --- -------- under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto acknowledge and agree that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party hereto may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. (8) Amendment and Waiver. Except as otherwise provided herein, any - --- ---------------------- provision of this Agreement may be amended or waived only with the prior written - --- consent of Executive and the Company. (9) Business Days. If any time period for giving notice or taking action - --- -------------- hereunder expires on a day which is a Saturday, Sunday or legal holiday in the - -- state in which the Company's chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday. (10) Descriptive Headings. The descriptive headings of this Agreement are - ---- --------------------- inserted for convenience only and do not constitute a part of this Agreement. * * * * IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. RANGER AEROSPACE CORPORATION, By:______________________________ Its: ______________________________ EXECUTIVE _________________________________ Stephen D. Townes