<PAGE>
EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
NOW COMES
Dale S. Coenen (hereinafter referred to as "Purchaser") and
Trans-Industries, Inc. (hereinafter
referred to as the "Company"), on May 23,
2005, to enter into the following agreement
effective as of the 16th day of
March, 2005.
BACKGROUND
A.
Purchaser
served as the Chief Executive Officer of the Company for
several years.
B.
Purchaser
is or may be receiving a roll over distribution from the
Company's Profit Sharing Plan consisting of cash, securities or
a
combination of both.
C.
Purchaser
desires to purchase from the Company its Common Stock, and
the Company does agree to sell to Purchaser Common Stock.
NOW
THEREFORE, in consideration of the mutual covenants and
conditions
contained herein, the parties do hereby
agree as follows; to wit:
I. PURCHASE OF SHARES OF COMMON STOCK
1.1 Cumulative Purchase Price. The Company
agrees to sell, and Purchaser agrees
to purchase the Company's Common Stock (the
"Common Stock") having a cumulative
value equivalent to all of the cash
proceeds distributed to Purchaser or his
individual retirement account ("IRA") from
the Company's Profit Sharing Plan,
less the sum of Fifty-Nine Thousand
($59,000.00) Dollars.
1.2 Share Purchase Price. The per share
purchase price of the Common Stock sold
hereunder shall be the higher of: (1) the
average purchase price of the stock
as listed on the Nasdaq exchange, or other
equivalent exchange, for the 30-day
period preceding the Closing Date, (2) the
listed closing price on the day
before the Closing Date, or (3) in the
event the purchase will equal or exceed
20% or more of the Common Stock or voting
power previously outstanding, the per
share book value of the Common Stock. If
the Common Stock is no longer listed or
traded on the NASDAQ exchange, the Company
and Purchaser will mutually agree on
the per share purchase price of the Common
Stock. If the Company and Purchaser
do not mutually agree on a per share
purchase price of the Common Stock within
ten days following the occurrence of a
Triggering Event (as defined below), the
per share purchase price will mean the
Appraised Value (as defined below).
"Triggering Event" means a payment,
distribution or rollover from the Company's
Profit Sharing Plan to Purchaser or an
affiliate of Purchaser. "Appraised Value"
means the per share price for Common Stock
determined by an appraisal (an "ERISA
Appraisal") dated within 30 days of a
Triggering Event that is conducted in
connection with the Agreement for
Management Succession, Resignation, Severance
of CEO, and other Miscellaneous Matters
dated as of the date hereof by and
between the Company and Purchaser. If no
ERISA Appraisal exists that is dated
within 30 days of a Triggering Event,
"Appraised Value" will mean the fair
market value per share price for the Common
Stock determined by an
<PAGE>
independent appraiser qualified to appraise
the Common Stock (the "Appraiser").
The Appraiser will be mutually selected by
the Company and Purchaser. If the
Company and Purchaser fail to agree on the
Appraiser within one business day,
each will name an independent qualified
appraiser and instruct those two
appraisers to, within five business days,
name a third appraiser who will be the
Appraiser determine the Appraised Value.
The Company and Purchaser will share
equally in the costs of the Appraiser and
determining the Appraised Value. The
determination of the Appraised Value will
be final and binding on the parties.
1.3 Use of Proceeds. The Company shall use
the proceeds from the sale of the
Common Stock to redeem, or pay accrued but
unpaid interest on, the Series A
Preferred Stock held in the Company's
Profit Sharing account to the fullest
extent possible.
II. RIGHT OF FIRST REFUSAL
2.1 Right of First Refusal. The Common
Stock acquired hereunder shall be subject
to the terms and conditions of the Amended
Right of First Refusal Agreement
entered into contemporaneously herewith,
and the terms and conditions of said
Agreement are incorporated herein.
III. STOCK RESTRICTION AGREEMENT
3.1 Stock Restriction Agreement. The Common
Stock acquired hereunder shall be
subject to the terms and conditions of the
Stock Restriction Agreement among the
parties herein and Duncan Miller dated
effective as of March 16, 2005 and the
terms and conditions of said Agreement are
incorporated herein.
IV. REGISTRATION RIGHTS
4.1 Registration Rights. The Company shall,
within a reasonable time, grant
registration rights to the Purchaser with
regard to the Common Stock purchased
by him hereu
