Exhibit 10.34
Issuer Repurchase Plan Agreement
This Issuer
Repurchase Plan Agreement (this “Agreement”) is entered
into this 29th day of November, 2004 between SonicWALL, Inc., a
California corporation (the “Company”) and RBC Dain
Rauscher Inc.
Recitals
The
Company desires to establish this Agreement to systematically
repurchase shares of its of common stock, par value $.01 per share
(the “Stock”) in compliance with Rule 10b5-1
(“Rule 10b5-1”) and Rule 10b-18
(“Rule 10b-18”) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
The
Company desires to engage the Broker to effect repurchases of
shares of the Stock in accordance with this Agreement.
The
Stock is principally traded on the Nasdaq National Market (the
“Exchange”).
Agreement
Therefore, the
Company and the Broker hereby agree as follows:
1. The Company hereby
appoints the Broker to buy shares of Stock pursuant to the terms
and conditions set forth below. Subject to such terms and
conditions, the Broker hereby accepts such appointment.
2. The Broker is
authorized to begin purchasing Stock pursuant to this Agreement
commencing on December 1, 2004 and shall cease purchasing
Stock on the earliest to occur of: (a) the date that the
Company or any other person publicly announces a tender or exchange
offer with respect to the Stock, (b) the date of public
announcement of a merger, acquisition, reorganization,
recapitalization or comparable transaction affecting the securities
of the Company as a result of which the Stock is exchanged or
converted into shares of another company, (c) the date on
which the Broker receives notice of the commencement of any
proceedings in respect of or triggered by the Company’s
bankruptcy or insolvency, (d) the date immediately prior to
any applicable restricted period of a distribution (as such terms
are defined in Regulation M promulgated under the Exchange
Act), (e) the date that the aggregate amount of purchases
pursuant to this Agreement reaches Fifty Million Dollars
($50,000,000), or (g) One (1) year after the public
announcement by Company that its Board of Directors had approved an
Issuer Repurchase Plan (each a “Termination Event”).
The Company shall provide the Broker with written notice of the
occurrence of Termination Events (a), (b), (d), and (e).
Notwithstanding the foregoing provisions of this Paragraph 2,
the Company may terminate this Agreement at any time by providing
written notice of termination prior to a Termination
Event.
3. From the date on
which the Broker is authorized to begin purchasing Stock pursuant
to this Agreement (as set forth in Paragraph 2 above) and
continuing until the occurrence of a Termination Event, the Broker
shall purchase:
(a)
up to the maximum number of shares
of Stock per trading day permitted under Rule 10b-18 (the
“Daily Purchase Amount”) for the account of the
Company, provided that the price of Stock purchased pursuant to
this Agreement is less than $6.00 per share;
(b)
up to 50% of the Daily Purchase
Amount for the account of the Company, provided that the price of
Stock purchased pursuant to this Agreement is between $6.00 and
$6.50 per share, inclusive; and
(c)
up to 25% of the Daily Purchase
Amount for the account of the Company, provided that the price of
Stock purchased pursuant to this Agreement is between $6.51 and
$7.00 per share, inclusive.
The
Broker shall not purchase any shares of Stock at prices greater
than $7.00 per share.
4. Subject to the
limits in this Agreement, the Broker shall have full discretion
with respect to the execution of all purchases, the Broker will not
be subject to any control or influence by the Company (or any of
its officers, directors, employees, and affiliates) with respect
thereto, and the Broker will be authorized to make investment
decisions on behalf of the Company under this Agreement. During the
term of this Agreement, the Company (including its officers,
directors, employees, and affiliates) will not disclose any
material nonpublic information about the Company or its securities
to the Broker’s officers and employees who are involved with
the Company’s account and with making the purchases under
this Agreement.
