EXHIBIT 4.16
Xxxxxxx Products, Inc.
FIRST AMENDMENT TO MANAGEMENT SUBSCRIPTION AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT SUBSCRIPTION AGREEMENT (this
"Amendment"), dated March 1, 1996, is made by and among Xxxxxxx Products, Inc.,
a Delaware corporation (together with its successors and assigns, and its
subsidiaries, the "Company"), Xxxxxx X. Xxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X.
Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx
X. Xxxxxx (the "Stockholders"). Capitalized terms used herein, but not
otherwise defined herein, shall have the meaning given such terms in the
Management Subscription Agreement, dated August 16, 1996, by and among the
Company and the persons and entities whose names are set forth at the end of
such agreement (the "Management Subscription Agreement").
WHEREAS, the Company and the Stockholders, other than Xxxx X. Xxxxxx, have
entered into the Management Subscription Agreement; and
WHEREAS, the Company desires to amend the Management Subscription Agreement
(i) to accept the subscription for shares of Class C Common Stock by Xxxx X.
Xxxxxx in the number set forth on Exhibit A hereto, pursuant to the provisions
of the Management Subscription Agreement, as amended by this First Amendment;
and (ii) to reflect the repurchase as of February 29, 1996, by the Company of
all of the shares of Class C Common Stock owned by Xxxxxxxx Xxxxxxxx, the
cancellation as of February 29, 1996 of the Option held by Xxxxxxxx Xxxxxxxx to
purchase shares of Class C Common Stock and (iii) to reflect the award of an
Option to purchase an additional shares of Class C Common Stock to Xxxxx X.
Xxxxxx pursuant to the Company Stock Option Plan, as amended to date.
WHEREAS, the Company and the Stockholders desire to provide for additional
management stockholders to receive Securities pursuant to the execution and
delivery of a signed counterpart to the Management Subscription Agreement and
this First Amendment;
NOW, THEREFORE, the parties hereto agree as follows:
1. The following definition shall be added to Section 10 of the
Management Subscription Agreement and the definitions previously set forth shall
be relettered beginning with (b):
(a) "anniversary of this Agreement" refers, with respect to each
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Stockholder, to the date as of which such Stockholder originally executed a
counterpart to this Agreement.
2. The definition of "Executive Management Group" set forth in Section 10
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is amended and revised to delete Xxxxxxxx X. Xxxxxxxx and to add Xxxx X. Xxxxxx.
3. Subsection 11(k) of the Management Subscription Agreement is amended
by the addition of the following sentence to the end of such subsection:
"New members of management of the Company may subscribe for stock by
executing a counterpart to this Agreement at which time the Company shall
revise the Exhibits as may be necessary and appropriate."
4. Exhibit 1 and Exhibit 2 of the Management Subscription Agreement are
amended and revised to read in their entirety as set forth on Exhibit B hereto.
5. Except as herein amended, the Agreement shall remain in full force and
effect and is ratified in all respects. On and after the effectiveness of this
Amendment, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each reference to the Agreement
in any other agreements, documents or instruments executed and delivered
pursuant to the Agreement, shall mean and be a reference to the Agreement, as
amended by this Amendment.
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IN WITNESS WHEREOF, each of the undersigned has signed this Amendment:
XXXXXXX ACQUISITION CORP.
By /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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NEW STOCKHOLDERS:
/s/ Xxxx X. Xxxxxx
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Date: March 1, 1996 Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxxxx
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Date: December 1, 1996 Xxxx X. Xxxxxxxxxx
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EXHIBIT A
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The number of shares for which Xxxx X. Xxxxxx has subscribed as of
March 1, 1996, is 20,000 shares of Class C Common Stock.
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EXHIBIT B
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