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Title: |
Employee Subscription Agreement |
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Date: |
2006 |
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Preview shows 9KB of 24KB total |
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Price: |
$34 |
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ID: |
#2613686 |
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PREGIS HOLDING I CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
EMPLOYEE SUBSCRIPTION AGREEMENT
AGREEMENT dated as of January 31, 2006 by and between Pregis Holding I Corporation, a Delaware corporation (the Corporation), and (the Subscriber).
Section 1. Agreement to Sell and Purchase Securities. Subscriber agrees to purchase the number of shares of the common stock, par value $0.01 per share, of the Corporation (Common Stock), at a purchase price of $10,000 per share as are set forth on the signature page hereto. The shares of Common Stock subscribed for hereunder are referred to herein as Shares.
Section 2. Closing. The delivery of the Shares to the Subscriber shall take place at a closing (the Closing) on January 31, 2006 or at such other date as the Corporation and the Subscriber may agree in writing. The Subscriber shall pay for the Shares by check or by such other form of payment acceptable to the Corporation so that at Closing, the Corporation can deliver the Shares against receipt of cleared funds. The time and date at and upon which the Closing occurs is herein called the Closing Date.
Section 3. Representations and Warranties of Subscriber. The Subscriber represents, warrants and agrees that:
(a) The Subscriber is acquiring the Shares to be acquired by him hereunder for his own account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. Except as expressly provided in this Agreement, the Subscriber will have no right to Transfer (as defined below) the Shares and must bear the economic risk of the Subscribers investment for an indefinite period of time. The Shares have not been registered under the U.S. Securities Act of 1933, as amended, and, therefore, there is not now and there may never be any public market for the Shares. For the purposes of this Agreement, Transfer shall mean any sale, transfer, assignment, exchange, grant of a participation in, gift, hypothecation, encumbrance, pledge or other disposition by testamentary bequest, inter vivos transfer or otherwise, whether direct or indirect.
(b) The Subscriber has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Shares and has had full access to such other information concerning the Corporation as he has requested.
(c) The Subscriber understands and acknowledges that (i) he is being issued the Shares as part of his compensation for services to the Corporation and its subsidiaries, and (ii) he would not be issued the Shares if he were not an employee of the Corporation or one of its subsidiaries.
(d) The Subscriber hereby acknowledges the receipt of the prospectus attached hereto as Exhibit B.
(e) The Subscriber hereby acknowledges that the Corporation reserves the right to limit the number of Shares employees may purchase to ensure that the aggregate sales price of Shares sold in the United States under the Plan and any other employee benefit plan with which the Plan is integrated does not exceed US $5,000,000 in any consecutive twelve-month period.
(f) The Subscriber hereby acknowledges that any investment gain attributable to ownership of the Shares will not be taken into consideration for any compensation purpose.
(g) If the Subscriber is a resident of Poland, the Subscriber hereby gives his consent, in accordance with art. 23 section 1 point 1 of the Act on the Protection of Personal Data, dated August 29, 1997, to the use of his personal data by the Corporation to the extent necessary to ensure his participation in the Plan (as defined herein).
Section 4. Transfer Provisions. The Subscriber and Corporation agree that the Subscriber is entitled to certain tag along rights, is or may be subject to certain obligations to Transfer his Shares under certain circumstances (including termination of employment and certain sales by AEA Investors LP or its affiliates (each, an Investor and together the Investor Group)) and is subject to certain restrictions on his ability to Transfer his Shares, as described in Exhibit A hereto.
Section 5. Choice of Law. The corporate law of the state of Delaware will govern all questions concerning the relative rights of the Corporation and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of new York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 6. Assignment; Binding Effect; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Subscriber (whether by operation of law or otherwise) without the prior written consent of the Corporation. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Each Investor and each of its affiliates is a third party beneficiary under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement (other than as set forth in the preceding sentence), express or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
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