TERMINATION OF OPTION AGREEMENT
TERMINATION OF OPTION AGREEMENT (the "Agreement"), dated September 30,
1996, by and between Omniquip International, Inc., a Delaware corporation
formerly known as Uniquip Corporation (the "Corporation"), and Harbour Group
Investments III, L.P., a Delaware limited partnership (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee is owner of over eighty percent (80%) of the issued
and outstanding shares of the common stock, par value $.01 (the "Common Stock"),
of the Corporation;
WHEREAS, the Corporation, pursuant to a Stock Option Agreement (the "Option
Agreement") between the Corporation and the Optionee, dated September 20, 1995,
granted to the Optionee an option (the "Option") to purchase up to fifty
thousand (50,000) shares of the Common Stock (the "Option Shares") upon the
terms and subject to the conditions set forth in the Option Agreement;
WHEREAS, the Corporation has filed a Registration Statement on Form S-1
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Act") with respect to the initial public offering of the Common Stock (the
"Offering);
WHEREAS, the Optionee will receive substantial financial benefit from the
Offering; and
WHEREAS, in connection with the Offering, the parties hereto desire to
terminate the Option Agreement on the Effective Date (as hereinafter defined).
NOW, THEREFORE, in consideration of the premises, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. TERMINATION OF OPTION AGREEMENT. The Option Agreement is hereby
terminated on the Effective Date and shall thereafter be of no further force and
effect. The Optionee hereby releases the Corporation, effective on the
Effective Date, from all of the Corporation's obligations to the Optionee
arising under or in connection with the Option Agreement with respect to any
Option Shares not heretofore issued to the Optionee pursuant to an exercise
of an Option.
2. EFFECTIVE DATE. This Agreement shall become effective on the date the
Registration Statement becomes effective under the Act (the "Effective Date").
Until the Effective Date, the Option Agreement shall remain in full force and
effect.
3. BENEFIT AND BURDEN. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective personal or legal
representatives, successors and assigns.
4. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
5. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers on the day and year first
above written.
HARBOUR GROUP INVESTMENTS III, L.P.
By: Harbour Group III Management Co., L.P.
general partner
By: HARBOUR GROUP MANAGEMENT
III CO., general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name:
Title:
OMNIQUIP INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Financial Officer
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