To induce Hassan the CEO of AMCM to exercise his best efforts to grow the shareholder value of AM Communications, Inc., Hoffman is desirous of selling a portion of the shares of common stock in AM Communications which he owns to Hassan upon favorable terms in the event that
one or more of certain events occurs
; and WHEREAS, Hassan is desirous of purchasing the aforementioned shares of common stock of AM Communications, Inc. upon such favorable terms in the event that one or more or those certain events occurs. NOW THEREFORE, the Parties in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, agree as follows: 1. Stock Purchase Rights (a) Hoffman agrees to sell, and Hassan agrees to buy, seven million one-hundred ninety five thousand nine-hundred nineteen (7,195,919) shares
(the "Shares") of Hoffman's AM Communications common stock upon the first of the following triggering events (collectively "Triggering Events" and individually "Triggering Event"
) to occur:
(1) AM Communications enters into a definitive agreement to be acquired;
(2) the one-hundred and eightieth (180th) day following AM Communications' completion of a subsequent public offering of class A common stock;
(3) the death of Alvin Hoffman; and
(4) Hassan's termination as chairman of the Board of Directors of AM Communications.
(b) If a Triggering Event occurs under Section 1(a), the closing date on the purchase of the seven million one-hundred ninety five thousand nine hundred nineteen (7,195,919) shares of Hoffman's common stock shall take place thirty (30) days following that Triggering Event.
#2 event is going to take place 180 days after April 2 2002!!
1# event do they know something that we don't???
#3 I think was just a safety clause.
#4 I think was to back up # 1 if AMCM was acquired.
This was part of an SEC filing which is public for all to search out.
This is the CEO buying from another insider to get the CEO to work very hard for us shareholders. Which is a win win for us all!
The worst thing that could happen is some major corporation comes along and buys or acquires AMCM , but I hope it is at tenfold of todays shareholder value.
CEO's goal is to grow shareholder value by tenfold & to have AM Communications revenue of $500,000,000!
Mr. Alvin Hoffman already owns the shares he is to sell Hassan so it will not be added to the float or outstanding shares. |
