Exhibit
10.10


 


SECURITIES
REPURCHASE AND CANCELLATION AGREEMENT


 


This Securities Repurchase
and Cancellation Agreement (the “Agreement”) is made and entered into as
of December 22, 2008 (the “Effective Date”) by and between Robert
McCormick (the “Securityholder”) and Douglas Dynamics Holdings, Inc.
(the “Company”).


 


WHEREAS, the Company has
previously granted to the Securityholder, pursuant to the Company’s 2004 Stock
Incentive Plan, certain options to acquire the common stock of the Company, par
value $.01 per share (the “Common Stock”), and the Securityholder as of
the date hereof holds options to purchase an aggregate of five thousand three
hundred thirty (5,330) shares of Common Stock, all of which are exercisable at
a per share price of One Hundred Dollars ($100.00);


 


WHEREAS, the Securityholder
has previously exercised certain of his options and as of the date hereof owns three
thousand (3,000) shares of Common Stock, all of which were acquired at a per
share price of One Hundred Dollars ($100.00);


 


WHEREAS, the Company has
offered to repurchase one thousand seven hundred one (1,701) shares of Common
Stock (the “Repurchased Securities”) on the terms and conditions set
forth herein and the Securityholder has accepted the Company’s repurchase
offer; and


 


WHEREAS, the Company and the
Securityholder desire to set forth the terms of the repurchase of the Repurchased
Securities.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


1.                                      Repurchase of the Repurchased Securities.


 


(a)                                 Repurchase and
Cancellation.  In
consideration for the Purchase Price (as defined below), the Securityholder
hereby sells, assigns and transfers to the Company, and the Company hereby
accepts, purchases and acquires, all of the Securityholder’s right, title and
interest in and to the Repurchased Securities.


 


(b)                                 Purchase Price.  The aggregate purchase price (the “Purchase
Price”) for the Repurchased Securities is Five Hundred Five Thousand Thirty
Four Dollars ($505,034), comprised of cash in the amount of Three Hundred Thirty
Four Thousand Nine Hundred Thirty Four Dollars ($334,934) and the cancellation
of the principal amount of One Hundred Seventy Thousand One Hundred Dollars
($170,100) of that certain promissory note dated as of October 24, 2007,
representing a price per Share of Two Hundred Ninety Six Dollars and Ninety and
41/100 Cents ($296.9041).  The cash
component of the Purchase Price, less any required withholdings, shall be paid
by the Company to the Securityholder in immediately available funds promptly
following the execution and delivery of this Agreement to such bank account as
designated by Securityholder.


 


(c)                                  Purchase Price
Adjustment.  In the
event the Company consummates a transaction which results in a Change of
Control (as defined in the Company’s Second Amended and Restated Certificate of
Incorporation dated April 8, 2004), within twelve (12) months following
the date hereof, or in the event the Company agrees in writing to consummate
such a transaction within twelve (12) months following the date hereof (and
such transaction subsequent to such 12-month period occurs), and the price per
share of Common Stock payable in such Change of Control transaction (the “Change
in 


 

















 


Control
Price”) is less than Two Hundred Ninety Six Dollars and Ninety and 41/100 Cents
($296.9041), then the Securityholder agrees that he will promptly (and in any
event no later than the date of the consummation of any such transaction) remit
to the Company an amount equal to the product of (i) the difference
between Two Hundred Ninety Six Dollars and Ninety and 41/100 Cents ($296.9041)
and the Change in Control Price multiplied by (ii) one thousand seven
hundred one (1,701) shares.


 


(d)                                 Termination of
Employment.  In the
event the Securityholder is terminated for Cause (as defined in the employment
agreement between the Securityholder and the Company, dated as of September 7,
2004 (the “Employment Agreement”)) or voluntarily terminates his
employment with the Company for any reason other than Material Breach (as
defined in the Employment Agreement) within thirty-six (36) months following
the date hereof, then the Securityholder agrees that he will promptly (and in
any event no later than ten (10) business days after date of such
termination) remit to the Company Three Hundred Thirty Four Thousand Nine Hundred
Thirty Four Dollars ($334,934).


 


(e)                                  Offset Rights.  The Securityholder agrees that the Company has
the right to offset any obligation of the Company to pay proceeds or monies to
the Securityholder, whether pursuant to the Employment Agreement, pursuant to
other securities of the Company held by the Securityholder, or otherwise,
against any unsatisfied obligations of the Securityholder hereunder (including
without limitation under Sections 1(c) or (d) above).


 


2.                                      Representations
of Securityholder.  The Securityholder
hereby represents and warrants that:


 


(a)                                 The Securityholder
owns the Repurchased Securities free and clear of any and all covenants,
conditions, restrictions, liens and adverse claims or rights whatsoever,
subject only to the terms and conditions of the Second Amended and Restated
Securityholders Agreement dated as of June 30, 2004 among the Company and
certain of its stockholders, optionholders and warrantholders;


 


(b)                                 the execution,
delivery and performance by the Securityholder of this Agreement and the
consummation thereby of the transactions contemplated hereby are within the Securityholder’s
powers and have been duly authorized by all necessary action on the part of the
Securityholder;


 


(c)                                  this Agreement
constitutes the legal, valid and binding agreement of the Securityholder,
enforceable against him in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting creditors’ rights generally and subject to general principles of
equity; and


 


(d)                                 the execution,
delivery and performance by the Securityholder of this Agreement does not and
will not contravene or conflict with or constitute a violation of any provision
of applicable law or any contract, agreement, indenture or other instrument
binding on such person or any of his assets.


 


3.                                      Non-Disclosure.  The existence and terms of this Agreement are
confidential.  The Securityholder will
not at any time disclose to any third party, except his spouse or significant
other, attorney, accountant or other professional advisors, the existence or
terms of this Agreement, except as required by law.  The Securityholder will request that each
person to whom he communicates such information agrees similarly to be bound.


 


4.                                      Governing Law.  This Agreement shall be construed in
accordance with and governed by the internal laws (without reference to choice
or conflict of laws) of the State of Delaware.


 


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5.                                      Miscellaneous.  No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Securityholder and the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party will be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or any prior or subsequent time.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. 
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.


 


6.                                      Severability.  The invalidity or unenforceability of any
provisions of this Agreement will not affect the validity or enforceability of
any other provision of this Agreement, which will remain in full force and
effect.


 


7.                                      Survivability.  The representations, warranties and covenants
set forth herein shall survive the execution and delivery hereof, the Effective
Date and the transfer of the Repurchased Securities pursuant hereto.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, the Securityholder and the Company have executed this
Agreement as of the Effective Date.


 


	
   

  	
  SECURITYHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert
  McCormick

  
	
   

  	
  Robert McCormick

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  DOUGLAS DYNAMICS HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Rosenbaum

  
	
   

  	
  Name:  Mark Rosenbaum

  
	
   

  	
  Title:

  



 


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