Exhibit 10.1
STOCK REDEMPTION AGREEMENT
This STOCK REDEMPTION
AGREEMENT (“ Agreement ”) is made and
entered into as of the 19th day of February, 2008 (“
Effective Date ”), by and between CROWN CRAFTS,
INC . , a Delaware corporation (“ Company
”), and E. RANDALL CHESTNUT , an individual
Stockholder of the Company (“ Stockholder
”).
R E C I T A L S
WHEREAS, Stockholder is the
Company’s Chairman, President and Chief Executive
Officer;
WHEREAS, Stockholder has
terminated that certain Rule 10b5-1 Trading Plan (the “
Trading Plan ”) previously adopted by Stockholder
pursuant to which Stockholder has heretofore sold certain shares of
the Company’s common stock held by Stockholder; and
WHEREAS, Stockholder desires
to sell, and the Company agrees to purchase and redeem, all of the
141,520 shares of the Company’s common stock formerly subject
to the Trading Plan not previously sold (the “ Shares
”) upon the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, in
consideration of the promises and the respective representations,
warranties, covenants, agreements and conditions hereinafter set
forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, hereto hereby agree as
follows:
1. Sale and
Delivery . Stockholder hereby sells, conveys,
transfers, delivers and assigns to the Company and the Company
hereby purchases and redeems and accepts from Stockholder, free and
clear of all liens, encumbrances and claims of any party, the
Shares in exchange for payment by the Company to Stockholder of
Three Dollars and 65/100 ($3.65) per Share, for the aggregate sum
of Five Hundred Sixteen Thousand Five Hundred Forty-Eight and
00/100 Dollars ($516,548.00). Stockholder shall cause the Shares to
be transferred electronically to the Company or the Company’s
designee, and, promptly following such transfer, the Company shall
deliver or cause to be delivered, by wire transfer to Stockholder,
the consideration set forth in this Section 1.
2.
Representations of Stockholder . Stockholder
hereby represents and warrants to the Company as of the date hereof
as follows:
2.1.
Requisite Power and Authority . Stockholder has all
necessary power and authority under all applicable provisions of
law to execute and deliver this Agreement and to carry out its
provisions. When executed and delivered, this Agreement will
constitute a legal, valid, and binding obligation of Stockholder,
enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditor’s
rights generally and by general equitable principles, whether
enforcement is sought by proceedings in equity or at law.
2.2.
No Conflicts. The execution, delivery and compliance with,
and performance of the terms and provisions of, this Agreement by
Stockholder do not and will not (i) result in a violation of
any law applicable to Stockholder, or (ii) result in a
material breach of, conflict with or default under, any term or
provision of any note, mortgage, bond, security agreement, loan
agreement, guaranty, pledge or other instrument, contract,
agreement or commitment to which Stockholder is a party or by which
Stockholder or any of Stockholder’s assets or properties,
including, without limitation, the Shares, are subject or bound,
nor will such actions result in the creation of any lien, claim,
charge or encumbrance on any of the Shares.
2.3.
Valid Title to Shares. Stockholder owns the Shares free and
clear of any lien, pledge, charge, security interest, encumbrance,
title retention agreement, adverse claim or restriction of any
kind.
2.4.
Sufficient Information. Sto
