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EXHIBIT 4.15
RESTRICTED STOCK PURCHASE AGREEMENT
(SCOTT GILL)
This RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is
dated as of December 30, 2005, by and between CSAV HOLDING CORP., a
Delaware
corporation (the "Company"), and Scott Gill (the
"Stockholder").
WHEREAS, the Company wishes to sell and the Stockholder wishes
to buy certain shares of the Company's Class B Common Stock (as
defined in
Section 1 hereof) on the terms and subject to the restrictions
contained in this
Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the Company and the Stockholder agree
as follows:
1. DEFINITIONS. As
used herein, the following terms shall
have the meanings specified below:
"Act" has the meaning specified in Section 5(a) hereof.
"Affiliate" has the meaning specified in the Stockholder
Agreement.
"Agreement" has the meaning specified in the introductory
paragraph hereof.
"Board" means the Board of Directors of the Company.
"Cause" means anything constituting "Cause" for termination
under the Employment Agreement.
"Class A Common Stock" means the Company's Class A Voting
Common Stock, $0.001 par value per share.
"Class B Common Stock" means the Company's Class B Non-Voting
Common Stock, $0.001 par value per share.
"Class C Common Stock" means the Company's Class C Voting
Common Stock, $0.001 par value per share.
"Common Equity Value" means, as of any date, the fair market
value (as determined by an Independent Appraiser pursuant to
Section 3.3 hereof)
of the entire common stock equity of the Company (without premium
for control or
discounts for minority interests, restrictions on transfer or lack
of voting
rights or other premiums or discounts that would be applicable if
less than all
of the common stock equity is sold in a single transaction),
calculated as of
such date, plus the aggregate consideration to be paid to the
Company upon the
exercise of all then outstanding and exercisable warrants, options
or
convertible securities pursuant to which the Company is then
obligated to issue
shares of Common Stock (excluding any options or warrants for which
the exercise
price per share exceeds the Market Value Per Share of a share of
Common Stock as
of such date).
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"Common Stock" means the Class A Common Stock, the Class B
Common Stock and the Class C Common Stock, and any capital stock of
the Company
which is (a) not preferred as to dividends or assets over any class
of stock of
the Company, (b) not subject to redemption, and (c) issued to the
holders of
Common Stock upon any reclassification thereof.
"Company" has the meaning specified in the introductory
paragraph hereof.
"Delayed Closing Date" has the meaning specified in Section
7.2 hereof.
"Disability" has the meaning specified in the Employment
Agreement.
"Disposition Event" means (a) (i) the sale of all or
substantially all of the assets of the Company or its Subsidiaries
in a single
transaction or series of related transactions whether by
liquidation,
dissolution, merger, consolidation or sale or (ii) the sale or
other transfer of
at least 51% of the outstanding shares of Common Stock in a single
transaction
or a series of related transactions, in either case to any Person
who is not an
Affiliate of the Company, or of a stockholder thereof, immediately
prior to such
transaction or transactions, or (b) the effective time of any
merger, share
exchange, consolidation, or other business combination of the
Company if
immediately after such transaction Persons who hold a majority of
the
outstanding voting securities entitled to vote generally in the
election of
directors of the surviving entity (or the entity owning 100% of
such surviving
entity) are not Persons who, immediately prior to such transaction,
held the
securities of the Company entitled to vote generally in the
election of
directors.
"Disposition Proceeds" means (i) in the case of a merger or
any other stock transaction, (A) the average price per share
received by the
holders of Common Stock or by the Company or its Subsidiaries in
connection with
such transaction, multiplied by (B) the sum of (x) the total number
of shares of
Common Stock then outstanding, plus (y) the total number of shares
of Common
Stock issuable upon exercise or conversion of any then outstanding
and
exercisable warrants, options or convertible securities pursuant to
which the
Company is then obligated to issue shares of Common Stock, or (ii)
in the case
of any liquidation or sale of assets (including, without
limitation, the sale by
the Company of the capital stock of its Subsidiaries), the Net
Worth of the
Common Stock of the Company immediately prior to such liquidation
or immediately
after such sale.
"Employment Agreement" means the Amended and Restated
Employment and Non-Competition Agreement, dated as of June 3, 2005,
between
CSAV, Inc. (f/k/a Chief Manufacturing, Inc.), a Massachusetts
corporation, and
the Stockholder, as amended, restated, supplemented or otherwise
modified and in
effect from time to time.
"Good Reason" has the meaning specified in the Employment
Agreement.
"Independent Appraiser" means an independent investment
banking firm, accounting firm or appraiser of nationally recognized
standing.
"Market Value Per Share" means, with respect to any date, for
any share of Common Stock, (i) the Common Equity Value as of such
date, divided
by (ii) the sum of (x) the
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total number of shares of Common Stock then outstanding, plus (y)
the total
number of shares of Common Stock issuable upon exercise or
conversion of any
outstanding and exercisable warrants, options or convertible
securities pursuant
to which the Company is then obligated to issue shares of Common
Stock
(excluding any options or warrants for which the exercise price per
share
exceeds the Market Value Per Share of a share of Common Stock as of
such date).
"Net Worth" means, in connection with any liquidation or sale
of assets by the Company, the consolidated net worth of the Common
Stock of the
Company and its Subsidiaries, determined in accordance with
generally accepted
accounting principles, taking into account (i) the total
consideration received
by the Company for such transaction, (ii) the transaction costs
incurred in
connection with such transaction and (iii) any liabilities of the
Company and
its Subsidiaries whether or not to be discharged in connection with
such
transaction (including, without limitation, payment of the
liquidation value and
accrued dividends on any Preferred Stock of the Company).
"Original Price Per Share" means $800.00 per Share for each of
the Purchased Shares.
"Person" an individual, partnership, limited liability
company, corporation, association, trust, joint venture,
unincorporated
organization, or any government, governmental department or agency
or political
subdivision thereof.
"Plan" means the Company's 2003 Equity Incentive Plan attached
hereto as Exhibit A.
"Preferred Stock" means any capital stock of the Company which
is (a) preferred as to dividends or assets over any other class of
stock of the
Company, (b) subject to redemption or (c) issued to the holders of
shares of
Preferred Stock upon any reclassification thereof.
"Public Sale" means the Company's initial public offering of
Common Stock.
"Purchase Price" has the meaning specified in Section 2(a)
hereof.
"Purchased Shares" has the meaning specified in Section 2(a)
hereof.
"Repurchase Notice" has the meaning specified in Section 3.2
hereof.
"Shares" means (a) the Purchased Shares purchased by the
Stockholder pursuant to Section 2(a) of this Agreement and (b) all
shares of the
Company's capital stock issued with respect to the Purchased Shares
by way of
dividend or stock split or in connection with any merger,
consolidation,
recapitalization or reorganization affecting the Company's capital
stock.
"Stockholder" has the meaning specified in the introductory
paragraph hereof.
"Stockholder Agreement" means the Stockholder Agreement, dated
as of August 29, 2003, among the Company and its stockholders, as
amended and in
effect from time to time.
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"Stockholder Appraiser Notice" has the meaning specified in
Section 3.3 hereof.
"Subsidiary" means, with respect to the Company, any
corporation, a majority (by number of votes) of the outstanding
shares of any
class or classes of which shall at the time be owned by the Company
or by a
Subsidiary of the Company, if the holders of the shares of such
class or classes
(a) are ordinarily, in the absence of contingencies, entitled to
vote for the
election of a majority of the directors (or persons performing
similar
functions) of the issuer thereof, even though the right so to vote
has been
suspended by the happening of such a contingency, or (b) are at the
time
entitled, as such holders, to vote for the election of a majority
of the
directors (or persons performing similar functions) of the issuer
thereof,
whether or not the right so to vote exists by reason of the
happening of a
contingency.
"Target Amount" means $110,000,000; provided, that if the
Company enters into any extraordinary transaction, such as a
business
acquisition or disposition, the Board in the exercise of its
business judgment
may adjust upward or downward the Target Amount to take into
account such
extraordinary transaction.
"Target Disposition Event" means a Disposition Event in which
the Disposition Proceeds equal or exceed the Target Amount.
"Termination of Employment" means the termination of the
Stockholder's employment with the Company or any of its
Subsidiaries for any
reason, including, without limitation, for resignation, death or
Disability of
the Stockholder, and whether or not for Cause.
"Transfer" has the meaning specified in Section 4 hereof.
2. PURCHASE AND SALE OF SHARES. (a) Subject to (i) the terms
and conditions hereinafter set forth and in reliance on the
representations and
warranties contained herein, and (ii) the Company's receipt of any
and all
necessary consents, authorizations and approvals of the
transactions
contemplated by this Agreement, the Company hereby agrees to issue
and sell to
the Stockholder and the Stockholder hereby agrees to purchase from
the Company,
on the date hereof 62.5 shares of Class B Common Stock (the
"Purchased Shares").
The aggregate purchase price paid by the Stockholder for the Shares
will be
$50,000 (the "Purchase Price"). On the date hereof (A) the Purchase
Price will
be paid to the Company by wire transfer of immediately available
funds and (B)
the Company shall deliver to the Stockholder the certificate
representing the
Purchased Shares
