Exhibit 10.11
ROCKY SHOES & BOOTS, INC.
SECOND AMENDMENT TO
BUY AND SELL AGREEMENT
THIS AMENDMENT TO BUY AND SELL AGREEMENT is entered into as of this 30th
day of June, 1996, among Rocky Shoes & Boots, Inc., an Ohio corporation with its
principal place of business at 39 East Canal Street, Nelsonville, Ohio 45764
(the "Company"), and Mike Brooks, Barbara Brooks Fuller, Patricia H. Robey, Jay
W. Brooks, and Charles Stuart Brooks.
RECITALS
A. The parties hereto entered into a Buy and Sell Agreement, dated December
21, 1992 (the "Agreement"), as amended on February 3, 1995, which sets forth the
terms and conditions under which certain shares of the Company's common stock,
without par value (the "Common Stock"), and series A non-voting convertible
preferred stock, without par value (the "Preferred Stock"), may be sold,
transferred, disposed of, or redeemed.
B. As of February 3, 1995, the date preceding a release of 25% of the
Shares subject to the Agreement, the following shares of Common Stock and
Preferred Stock were subject to the Agreement:
NUMBER OF SHARES OF NUMBER OF SHARES OF
NAME OF SHAREHOLDER COMMON STOCK PREFERRED STOCK
------------------- ------------ ---------------
Mike Brooks 426,944 20,000
Barbara Brooks Fuller 322,500 15,000
Patricia H. Robey 241,220 15,000
Jay W. Brooks 288,180 15,000
Charles Stuart Brooks 128,648 15,000
C. The parties hereto desire to release from the terms of the Agreement an
additional 25% of the shares of Common Stock subject to this Agreement on
February 3, 1995, by each of the individuals who are parties hereto.
AGREEMENT
In consideration of the mutual promises and covenants contained herein,
the parties agree as follows:
1. DEFINITIONS. All capitalized terms used herein shall have the meaning
assigned to them in the Agreement, unless otherwise defined herein.
2. RELEASE OF SHARES. Notwithstanding anything to the contrary contained in
the Agreement, the restrictions on transfer of the Shares contained in the
Agreement shall not apply to such number of shares of Common Stock set forth
opposite each Shareholder's name in the second column below (including all
Shares derived therefrom pursuant to future stock splits or stock dividends),
but shall continue to apply to all remaining Shares (including any Shares
acquired by a Shareholder pursuant to the Agreement).
SHARES OF COMMON
SHARES OF COMMON STOCK SUBJECT
STOCK RELEASED FROM TO THE AGREEMENT
NAME OF SHAREHOLDER THE AGREEMENT AS OF THE DATE HEREOF
------------------- ------------- ---------------------
Mike Brooks 106,736 213,472
Barbara Brooks Fuller 80,625 161,250
Patricia H. Robey 60,305 120,610
Jay W. Brooks 72,045 144,090
Charles Stuart Brooks 32,162 64,324
The Company shall instruct the transfer agent for the Common Stock to
issue to each Shareholder a new certificate, without a restrictive legend, for
the number of shares of Common Stock which are no longer restricted pursuant to
the Agreement, upon submission by such Shareholder of certificates representing
at least that number of shares of Common Stock. All certificates representing
Shares which remain subject to the Agreement shall retain the restrictive legend
referred to in Section 15 of the Agreement.
3. RATIFICATION. Except as amended hereby, the Agreement shall remain
unmodified, unamended, and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
/s/ Mike Brooks /s/ Barbara Brooks Fuller
- ------------------------------- -------------------------------
Mike Brooks Barbara Brooks Fuller
/s/ Patricia H. Robey /s/ Jay W. Brooks
- ------------------------------- -------------------------------
Patricia H. Robey Jay W. Brooks
/s/ Charles Stuart Brooks ROCKY SHOES & BOOTS, INC.
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Charles Stuart Brooks
/s/ David S. Fraedrich
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By: David S. Fraedrich
Executive Vice President
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