EXHBIT 10(b)
FIFTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
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THIS FIFTH AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
22nd day of June, 1999, by and among XXXXXXX X. XXXXX ("Xxxxx"), XXXXXXX XXXXXXX
("Xxxxxxx") and XXXXXXXX XXXXX, INC., a Delaware corporation (the "Company").
WITNESSETH:
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WHEREAS, Messrs. Xxxxx and Xxxxxxx and the Company entered into a
Stockholders' Agreement, dated April 30, 1991, as amended, pursuant to which the
Company is required to purchase, upon the death of either Xxxxx or Xxxxxxx, such
number of shares of his Company common stock as equals $5,000,000 and
$4,000,000, respectively (the "1991 Stockholders' Agreement")(capitalized terms
which are not otherwise expressly defined herein shall have the meanings set
forth in the 1991 Stockholders' Agreement); and
WHEREAS, the 1991 Stockholders' Agreement is scheduled to expire on
June 22, 1999; and
WHEREAS, Xx. Xxxxx and the Company desire to extend the term of the
1991 Stockholders' Agreement beyond such date according to the provisions herein
and Xxxxxxx does not desire to be a party to, or subject to the restrictions
under, the 1991 Stockholders' Agreement, beyond June 22, 1999.
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 7(c) of the 1991 Stockholders' Agreement is hereby deleted
in its entirety and the following section is inserted in its place:
(c) June 22, 2001; provided, however, that the parties hereto
acknowledge and agree that from and after June 22, 1999 this Agreement shall
have no force or effect with respect to Xxxxxxx (or his heirs, executors,
administrators, personal representatives, successors, assigns, Estate or Legal
Representative (collectively, the "Xxxxxxx Representatives")) or any shares of
Common Stock owned by Xxxxxxx or the Xxxxxxx Representatives and that none of
Xxxxxxx, the Xxxxxxx Representatives or the Company shall have any obligation to
one another under, or by virtue of , this Agreement from and after June 22, 1999
(it being acknowledged and understood that this Agreement shall continue in
effect beyond June 22, 1999 according to its terms with respect to the Company
and Xx. Xxxxx and their respective heirs, executors, adminstrators, personal
representatives, successors and assigns).
2. Except as otherwise expressly set forth above, the 1991
Stockholders' Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the day
and year first above written.
XXXXXXXX XXXXX, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Financial Officer /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
