Exhibit 10.38


 


ASSIGNMENT AND CONTRIBUTION AGREEMENT


 


This ASSIGNMENT AND CONTRIBUTION AGREEMENT (this “Agreement”),
dated as of                           ,
2005, is entered into by and among Refco Inc., a Delaware corporation (“Holdings”),
and the other persons or entities listed on the signature pages hereto (the “Contributing
Holders”).


 


WITNESSESETH:


 


WHEREAS, the Contributing Holders own the Class A Common Units (the “Class
A Common Units”) and the Class B Common Units (the “Class B Common Units”
and, collectively with the Class A Common Units, the “New Refco Units”)
of New Refco Group Ltd., LLC, a Delaware limited liability company (the “Company”),
set forth on Schedule 1 attached hereto;


 


WHEREAS, Holdings intends to undertake an initial public offering of
its equity interests at a time when it is the sole owner of all of the
outstanding equity interests in the Company, and in connection therewith, the
Contributing Holders and the other holders of the New Refco Units desire to
contribute or otherwise transfer their New Refco Units to Holdings in exchange for
common stock, par value $0.001 per share, of Holdings (“Holdings Common
Stock”), in order that the Company may become a direct wholly-owned
subsidiary of Holdings (the “Reorganization”) and Holdings may
effectuate the initial public offering through an offering of its common stock,
par value $0.001 per share (“Holdings Common Stock”), to the public (the
“Offering”);


 


WHEREAS, the Board of Directors of Holdings has declared a dividend to
the holders of record of the Holdings Common Stock immediately following the
Reorganization in an aggregate amount equal to the proceeds, if any, received
by Holdings in connection with the exercise by the underwriters in the Offering
of their option to purchase an additional 3,750,000 shares of common stock of
Holdings;


 


WHEREAS, the Offering and the Reorganization together constitute a
single integrated transaction for federal income tax purposes intended to
qualify as a transaction governed by Section 351 of the Internal Revenue Code
of 1986, as amended, and the rules and regulations promulgated thereunder; and


 


WHEREAS, in connection with the Reorganization, the Contributing
Holders desire to offer the New Refco Units, and Holdings desires to accept the
New Refco Units, in exchange for the issuance by Holdings to the Contributing
Holders of Holdings Common Stock, on the terms set forth herein.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto hereby agree as
follows:


 





















 


1.             Contribution and Issuance.  Each Contributing Holder hereby assigns,
transfers and conveys to Holdings the New Refco Units owned by such Contributing
Holder, which New Refco Units are set forth opposite such Contributing Holder’s
name on Schedule 1 attached hereto, free and clear of any and all liens,
encumbrances or restrictions of any kind, in exchange for the issuance of the Holdings
Common Stock to such Contributing Holder as set forth below.  Immediately upon receipt of the New Refco
Units, Holdings hereby agrees to issue to each of the Contributing Holders the
number of shares of Holdings Common Stock set forth opposite such Contributing
Holder’s name on Schedule 1 attached hereto, free and clear of any and
all liens, encumbrances or restrictions of any kind, except as specifically set
forth in this Agreement.


 


2.             Investment
Intent and Eligibility.  Each Contributing Holder represents and
warrants, severally but not jointly, that:


 


(a)           Such
Contributing Holder is an “accredited investor” within the meaning of Rule
501(a) under Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”) by the Securities and Exchange Commission.


 


(b)           The
Holdings Common Stock to be acquired by such Contributing Holder pursuant to
this Agreement is being acquired for such Contributing Holder’s own account,
not as a nominee or agent for any other person and without a view to the
distribution of such Holdings Common Stock or any interest therein in violation
of the Securities Act or any state securities laws.


 


3.             Issuance of Holdings Common Stock; Capitalization of
Holdings.  Holdings represents and
warrants to each Contributing Holder that the Holdings Common Stock to be
issued to such Contributing Holder pursuant to this Agreement has been duly
authorized and, when issued as contemplated by this Agreement, will be validly
issued, fully paid and nonassessable. 
After giving effect to the Reorganization and the Offering, the
capitalization of Holdings will be as set forth in the prospectus filed by
Holdings with the Securities and Exchange Commission with respect to the
Offering.


 


4.             Stockholders Agreement.  Holdings and each Contributing Holder agree
that the Holdings Common Stock issued hereunder is subject to certain
restrictions, terms and conditions to be set forth in an Amended and Restated
Stockholders Agreement by and among Holdings, the Company, the Contributing
Holders, and the other stockholders of Holdings signatory thereto,
substantially in the form of Exhibit A attached hereto (the “Stockholders
Agreement”) and that such Contributing Holder will execute the Stockholders
Agreement concurrently with the execution and delivery of this Agreement.


 


5.             Restricted Stock Agreements.  The Company and each Contributing Holder contributing
Class B Common Units hereunder agree that the Holdings Common Stock issued in
exchange for the Class B Common Units of such Contributing Holder shall be
issued subject to certain restrictions, terms and conditions to be set forth in
a Restricted Stock Agreement between Holdings and such Contributing Holder, (i)
in the case of a Contributing Holder who is an employee of the Company or any
of its subsidiaries, substantially in the form of Exhibit B attached
hereto and (ii) in the case of a Contributing Holder who is currently an
independent manager of the Company and who will be appointed an independent
director of Holdings in


 


2





















 


connection with the
transactions contemplated by this Agreement, substantially in the form of Exhibit
C attached hereto (each a “Restricted Stock Agreement”), and that
such Contributing Holder will execute a Restricted Stock Agreement in respect
of such Holdings Common Stock concurrently with the issuance to such
Contributing Holder of such Holdings Common Stock.


 


6.             Further Assurances.  From time to time following the date hereof,
at the request of any party hereto and without further consideration, the other
party or parties hereto shall execute and deliver to such requesting party such
instruments and documents and take such other action as such requesting party
may reasonably request in order to consummate more fully and effectively the
transactions contemplated hereby.


 


7.             Entire Agreement. 
This Agreement (together with the other writings referred to herein or
delivered pursuant hereto) constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.


 


8.             Binding Effect. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors
and permitted assigns.


 


9.             Severability. 
If any provision of this Agreement is held to be unenforceable, this
Agreement shall be considered divisible and such provision shall be deemed
inoperative to the extent it is deemed unenforceable, and in all other respects
this Agreement shall remain in full force and effect; provided, however,
that if any such provision may be made enforceable by limitation thereof, then
such provision shall be deemed to be so limited and shall be enforceable to the
maximum extent permitted by applicable law.


 


10.           Governing Law. 
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws thereof.


 


11.           Descriptive Headings.  The descriptive headings herein are inserted
for convenience of reference only, do not constitute a part of this Agreement,
and shall not affect in any manner the meaning or interpretation of this
Agreement.


 


12.           Counterparts. 
This Agreement may be executed by the parties hereto in any number of
counterparts, and by facsimile signature, each of which shall be deemed an
original, but all of which shall constitute one and the same agreement.  Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, the
parties hereto.


 


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


 


3





















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
counterparts, as of the date first above written.


 


 


	
   

  	
  HOLDINGS:

  
	
   

  	
   

  
	
   

  	
  REFCO INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


SIGNATURE PAGE TO ASSIGNMENT AND CONTRIBUTION AGREEMENT


 





















 


	
   

  	
  CONTRIBUTING HOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REFCO
  GROUP HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Phillip R.
  Bennett

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHILLIP R.
  BENNETT THREE YEAR ANNUITY

  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Phillip R.
  Bennett

  
	
   

  	
   

  	
  Trustee

  



 





















 


	
   

  	
  THOMAS H.
  LEE INVESTORS LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  JPMORGAN
  CHASE BANK, as Trustee for First

  Plaza Group Trust, solely with respect to Pools

  PMI-111 and PMI-112

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  NEW YORK
  STATE RETIREMENT CO-

  INVESTMENT FUND L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  CSFB FUND
  CO-INVESTMENT PROGRAM,

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Fund
  Partners, L.P., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJMB
  Fund, Inc., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 





















 


	
   

  	
  AUDA REFCO
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S.
  Andryc

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen B.
  Wesson

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUDA
  PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Auda
  Partners LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Auda
  Private Equity LLC, its Managing

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S.
  Andryc

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Robert J. Kirby

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 





















 


	
   

  	
  U.S. BANK
  N.A., as trustee under the 1997

  Thomas H. Lee Nominee Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  PUTNAM
  INVESTMENT HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Putnam
  Investments, LLC, its managing

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PUTNAM
  INVESTMENTS EMPLOYEES’

  SECURITIES COMPANY I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Putnam
  Investment Holdings, LLC, its

  
	
   

  	
   

  	
  managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Putnam
  Investments, LLC, its managing

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PUTNAM
  INVESTMENTS EMPLOYEES’

  SECURITIES COMPANY II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Putnam
  Investment Holdings, LLC, its

  
	
   

  	
   

  	
  managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Putnam
  Investments, LLC, its managing

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Santo C. Maggio

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Joseph Murphy

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  William Sexton

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Dennis Klejna

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Phillip Bennett

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Stephen Grady

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Gerald M. Sherer

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Joe Mazurek

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Tan Hup Thye

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Mark Slade

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Mike Mallahan

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Peter McCarthy

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Steve Dispenza

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Vera Kraker

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Mark Sachs

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Tom Mitchell

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Gavin Prentice

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Ang Peng Leong

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Ronald O’Kelley

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Nathan Gantcher

  



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Leo R. Breitman

  



 





















 


Schedule 1


 


	
  Contributing Holders

  	
   

  	
  New Refco Units

  Currently Held

  	
   

  	
  Class of New Refco Units

  Currently Held

  	
   

  	
  Holdings Common Stock

  to be Received

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Refco Group Holdings, Inc.

  	
   

  	
  25,705,945.04

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Phillip R. Bennett Three
  Year Annuity Trust

  	
   

  	
  17,200,000.00

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas H. Lee Investors
  Limited Partnership

  	
   

  	
  65,688.28

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, as
  Trustee for First Plaza Group Trust, solely with respect to Pools PMI-111 and
  PMI-112

  	
   

  	
  717,844.12

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York State Retirement
  Co-Investment Fund L.P.

  	
   

  	
  1,121,704.99

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CSFB Fund Co-Investment
  Program, L.P.

  	
   

  	
  560,852.50

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auda Refco, Ltd.

  	
   

  	
  443,301.40

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auda Partners, L.P.

  	
   

  	
  117,551.09

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bank N.A., as trustee
  under the 1997 Thomas H. Lee Nominee Trust

  	
   

  	
  95,463.83

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Putnam Investment Holdings,
  LLC

  	
   

  	
  312,039.82

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Putnam Investments
  Employees’ Securities Company I, LLC

  	
   

  	
  268,206.73

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Putnam Investments
  Employees’ Securities Company II, LLC

  	
   

  	
  239,470.33

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Santo Maggio

  	
   

  	
  28,042.62

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
  701,962.98

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
  Joseph Murphy

  	
   

  	
  56,085.25

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
  701,962.98

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
  William Sexton

  	
   

  	
  112,170.50

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
  701,962.98

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
  Dennis Klejna

  	
   

  	
  22,434.10

  	
   

  	
  Class
  A Common Units

  	
   

  	
   

  
	
   

  	
   

  	
  350,981.49

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
  Phillip Bennett

  	
   

  	
  1,203,365.11

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stephen Grady

  	
   

  	
  250,701.07

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joe Mazurek

  	
   

  	
  150,420.64

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tan Hup Thye

  	
   

  	
  160,448.68

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  



 





















 


	
  Mark Slade

  	
   

  	
  210,308.47

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mike Mallahan

  	
   

  	
  200,560.85

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peter McCarthy

  	
   

  	
  150,420.64

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steve Dispenza

  	
   

  	
  100,280.43

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vera Kraker

  	
   

  	
  60,168.26

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mark Sachs

  	
   

  	
  60,168.26

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tom Mitchell

  	
   

  	
  60,168.26

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gavin Prentice

  	
   

  	
  114,168.26

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ang Peng Leong

  	
   

  	
  50,140.21

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ronald O’Kelley

  	
   

  	
  20,000.00

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nathan Gantcher

  	
   

  	
  20,000.00

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leo R. Breitman

  	
   

  	
  20,000.00

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gerald M. Sherer

  	
   

  	
  690,000.00

  	
   

  	
  Class
  B Common Units

  	
   

  	
   

  



 





















 


Exhibit A


 


 


Form of Amended and Restated Stockholders Agreement


 





















 


Exhibit B


 


Form of Employee Restricted Stock Agreement


 





















 


Exhibit C


 


Form of Independent Director Restricted Stock Agreement