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.
