Exhibit 10.3
STOCK REPURCHASE
AGREEMENT
This Stock Repurchase Agreement (the
“Agreement”) is entered into as of March 14, 2005
between Steamboat Industries LLC (“Seller”) and
Standard Parking Corporation, a Delaware corporation (the
“Company”).
RECITALS
A.
Seller and its affiliates are the beneficial owners of 5,406,192
shares of common stock, par value $0.001 per share, of the Company
(the “Common Stock”);
B.
The Board of Directors of the Company (the “Board”) has
authorized the repurchase of shares of its Common Stock for a value
not to exceed $6.0 million (the “Repurchase”) in
2005;
C.
The Repurchase authorized by the Board will be comprised of
(i) open market repurchases of Common Stock authorized by the
Company from time to time (“Open Market
Purchases”), and (ii) repurchases of Common Stock
from the Seller in an amount equal to its pro-rata ownership at the
same price paid by the Company in each Open Market Purchase.
D.
Seller desires to sell and the Company desires to purchase shares
of common stock of the Company (the “Shares”) in
accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE , in
consideration of the mutual covenants set forth in the Agreement
and other good and valuable consideration, the parties agree as
follows:
1.
Purchase of Shares . From the date of this Agreement
through December 31, 2005, Seller hereby agrees to sell Shares
to the Company from time to time, and the Company hereby agrees to
purchase Shares for time to time, in an amount equal to its
pro-rata ownership of the Company at the same price paid by the
Company in each of its Open Market Purchases, as set forth on
Schedule A attached hereto and updated immediately following
each Open Market Purchase. Each Schedule A shall be
numbered sequentially, starting with
“Schedule A-1” for each purchase of the Shares
from Seller hereunder and shall be signed and dated by a
representative of Seller and the Company in the space indicated.
Upon the execution of the respective Schedule A by Seller and
the Company such sequentially numbered Schedule A shall be
deemed incorporated into and a part of this Agreement. The
Company shall pay the purchase price for the Shares to Seller in
immediately available funds by check or by wire transfer to an
account designated by Seller, and Seller shall deliver stock
certificates representing the Shares together with an executed
assignment separate from such certificate transferring the Shares
to the Company or otherwise properly endorsed for transfer.
The Company’s officers shall thereafter cause the Shares to
be cancelled on the books of the Company.
2.
Representations and Warranties of Seller . Seller
represents and warrants to the Company that:
(a)
Seller is the owner of the Shares to be sold hereunder, free and
clear of any liens, encumbrances, security agreements, options,
claims, charges or restrictions except as set forth in that certain
Registration Rights Agreement between the Company and Seller dated
as of June 2, 2004.
(b)
Following each sale of Shares under this Agreement, Seller and its
affiliates shall maintain voting control over a majority of the
Common Stock.
(c)
Seller has full power an
