Richxxx X. Xxxxxxxxx ------------------------------------------------------- STOCKHOLDER AGREEMENT AGREEMENT, dated as of January 27, 1997 by and among DENTSPLY International Inc. a Delaware corporation ("Parent"), Image Acquisition Corp, a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Sub"), and Richxxx X. Xxxxxxxxx (xxe "Stockholder"). Except as otherwise defined herein, capitalized terms shall have the respective meanings given to them in the Merger Agreement.
Richxxx X. Xxxx, xx counsel for the Company, or such other counsel for the Company as shall be satisfactory to you, shall have furnished to you his opinion, dated the Closing Date, to the effect that:
Richxxx X. Xxxxxxx, xxanting Mr. Diamond the right to vote the shares in his sole discretion, until the shares are distributed to the CATV Series D Preferred Shareholders.
Richxxx X. Xxxxx'x xxxirement benefits in excess of the Defined Benefit Plan shall be funded 50% in cash in accordance with the Sixth Amendment to the Huffy Corporation Supplemental/Excess Benefit Plan and 50% in stock in accordance with the Restricted Share Plan; provided that if the Restricted Share Plan is not approved by the Shareholders of the Corporation the remaining 50% will be paid as an annuity under the terms of the Supplemental/Excess Benefit Plan.
Richxxx X. Xxxxxx XXX, General Counsel for the Company and the Guarantor, shall have furnished to the Representatives his written opinion, dated the Closing Date, to the effect that:
Richxxx X. Xxxxxx Xxxst June 18, 1996 27.85% Buffalo Hotel Joint Venture ("Buffalo") 27.7% Columbus Hotel Joint Venture ("Columbus") 32.3375% Beachwood
Richxxx X. Xxxxxxxxxx xxx a director of the Company as of the date of confirmation of the Plan and continues to serve in that capacity.
Richxxx X. Xxxxxx, xxo shall serve as a Vice President of Surviving Corporation.
Richxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . Charxxx X. Xxxxxx, XXI . . . . . . . . . . . . . . . . .
Richxxx X. Xxxxx xxxll have executed and delivered the Employment Agreement with the Company, (a copy of which is annexed hereto as Exhibit C).
