Exhibit 10.2
EXECUTION COPY
HAWKER BEECHCRAFT, INC.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (the
“Agreement”), is made effective as of March 23,
2009 (the “Date of Grant”), between Hawker Beechcraft,
Inc., a Delaware corporation (the “Company”), and Worth
W. Boisture, Jr. (the “Executive”).
R E C I T A
L S :
WHEREAS, the Board of Directors of
the Company (the “Board”) has determined that it would
be in the best interests of the Company and its shareholders to
enter into this Agreement pursuant to the terms set forth
herein.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties agree as
follows:
1. Grant of the Purchase
Right . The Company hereby grants to the Executive the right to
purchase, and the Executive hereby agrees to purchase, pursuant to
the terms and conditions hereinafter set forth, 43,750 Shares (the
“Purchase Right”). The aggregate purchase price for the
Shares shall be $350,000, which the Company and the Executive agree
is not less than the fair market value of the Shares as of the date
hereof.
2. Exercisability . The
Purchase Right is 100% vested and the Executive shall purchase all
of the Shares as provided herein.
3. Mandatory Purchase
.
(a) Purchase Period . The
Executive must purchase the Shares on or before the twentieth
(20th) day after the Effective Date (as defined in the
employment agreement dated as of the date hereof between the
Executive and Hawker Beechcraft Corporation (the “Employment
Agreement”)).
(b) Method of Purchase
.
(i) The Shares shall be purchased by
payment in full of the purchase price in cash or by check or wire
transfer. The Executive shall not have any rights to dividends or
other rights of a stockholder with respect to Shares until the
Executive has paid in full for such Shares, satisfied any
applicable withholding requirements and satisfied any other
conditions imposed by the Committee or pursuant to this
Agreement.
(ii) Notwithstanding any other
provision of this Agreement to the contrary, the Shares may not be
purchased prior to the completion of any registration or
qualification of the Purchase Right or the Shares under applicable
state and federal securities or other laws, or under any ruling or
regulation of any governmental body or national securities exchange
(collectively, the “Legal Requirements”) that the
Committee shall in good faith based
on advice of counsel determine to be necessary
or advisable, unless an exemption to such registration or
qualification is available and satisfied. The Committee may
establish additional procedures as it deems necessary or desirable
in connection with the purchase of any Shares to comply with any
Legal Requirements.
(iii) Upon the Committee’s
determination that the Shares have been validly purchased, and that
the Executive has paid in full for the Shares and satisfied any
applicable withholding requirements, the Company shall issue
certificates in the Executive’s name for the
Shares.
(iv) The Executive agrees that as a
condition precedent to the purchase of the Shares he will be or
become a party to the Stockholders Agreement.
4. Representations and Warranties
of the Executive . The Executive represents, warrants and
agrees that:
(a) The Executive is acquiring the
Shares to be acquired by him hereunder for his own account, for
investment and not with a view to the sale or distribution thereof,
nor with any present intention of distributing or selling the same,
and the Shares will not be disposed of in contravention of the
Securities Act of 1933, as amended (the “Securities
Act”) or any applicable state securities laws.
(b) The Executive is an
“accredited investor” as defined in Rule 501 of the
Securities Act
(c) The Executive is able to bear
the economic risk of his or her investment in the Shares for an
indefinite period of time becau
