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customer presentations; and service. Mr. Hess’s responsibilities
were product design, purchasing, production, oversight, and
general management. From the outset of Mr. Hess’s and Mr.
Kucklick’s discussions regarding HEI’s employment of Mr.
Kucklick, they agreed that Mr. Kucklick would have the
opportunity to purchase stock to become an owner in HEI. Mr.
Kucklick entered into an employment agreement, which gave him the
option to purchase up to 25 percent of HEI stock. In 1977, Mr.
Kucklick purchased 12 shares of HEI stock. At that same time,
Mr. Kucklick and Mr. Hess entered into an agreement to exchange
all of their shares of HEI stock for an equal number of shares of
HII stock. Mr. Kucklick then became an officer and director of
HII.
From 1979 to 1989, Mr. Kucklick had primary responsibility
for both HEI’s and HII’s customer relationships. He was the
point man for all domestic and international customers, traveled
extensively, and got to know the customers personally. Mr.
Kucklick was also intimately involved in establishing pricing
formulas.
Mr. Hess, Mrs. Hess, Mr. Kucklick, and HII executed a
stockholders agreement (the stockholders agreement) dated
September 1, 1989. The stockholders agreement restricted the
transfer of HII’s stock by the shareholders. It provided a right
of first refusal in favor of HII and the other shareholders
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