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Exhibit Q
COUNTERPART TO THE SHAREHOLDERS' AGREEMENT
WHEREAS, a party (the "Transferor") to the Shareholders' Agreement,
dated as of May 7, 1999, among The Xxxxxxx Xxxxx Group, Inc. (the "Company") and
the Covered Persons listed on Appendix A thereto, as amended from time to time
(the "Shareholders' Agreement"), has proposed to Transfer (as defined in the
Shareholders' Agreement) shares of common stock (the "Transferred Shares") of
the Company to the undersigned transferee (the "Transferee").
NOW, THEREFORE, in consideration of the Transfer of the Transferred
Shares and the waiver granted by the Shareholders' Committee (as defined in the
Shareholders' Agreement) to permit such Transfer, the Transferee hereby agrees,
represents and warrants that:
1. The Transferee has received a copy of, and read, each of (i)
the Shareholders' Agreement, (ii) the provisions of the Plan
of Incorporation (as defined in the Shareholders' Agreement)
relating to transfer restrictions, hedging and pledging
restrictions and custody arrangements; and (iii) the PMD
Hedging and Pledging Restrictions, as amended as of April
2000.
2. Each Transferred Share will continue to be subject to the same
restrictions on transfer (the "PLP Transfer Restrictions") set
forth under the caption "PLP Restrictions" in Section 7 of the
Plan of Incorporation that applied to such Share immediately
prior to the Transfer, and the Transferee and the Transferred
Shares will be subject to all the other provisions of the Plan
of Incorporation, including the applicable hedging
restrictions and custody arrangements, that applied to the
Transferor and the Transferred Shares immediately prior to the
Transfer. The Transferor, the Transferee, and each other
transferee of shares of common stock of the Company from the
Transferor on the date hereof shall be deemed to be the same
person for purposes of compliance with the PLP Transfer
Restrictions and all sales or other transfers by each of them
shall be aggregated for this purpose. The Transferee also
agrees to abide by the PMD Hedging and Pledging Restrictions
as amended from time to time.
3. The Transferee will become a Covered Person under the
Shareholders' Agreement and will remain a Covered Person so
long as the PLP Transfer Restrictions are in effect. Once the
PLP Transfer Restrictions terminate, the Transferee will be
removed from Appendix A to the Shareholders' Agreement.
4. The Transferred Shares will be treated as Covered Shares and
Voted Covered Shares under the Shareholders' Agreement until
the termination of the PLP Transfer Restrictions; provided,
however, that the Transferee will not be subject to the
General Transfer Restriction in Section 2.2 of the
Shareholders' Agreement.
5. Until the earlier of (x) the termination of the PLP Transfer
Restrictions and (y) the date on which the Transferor ceases
to be an Employee Covered Person, Section 2.3(c) of the
Shareholders' Agreement will be applicable
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to the Transferee as if the Transferee were an Employee
Covered Person under the Shareholders' Agreement, but the
Transferee will not be considered an Employee Covered Person
for any other purpose.
Agreed, as of __________, 2000:
__________________________________
(Print name of Transferee)
By:_______________________________
(Signature)
