Exhibit 10.35
THE ST. XXXX COMPANIES, INC.
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
June 14, 2002
Xx. Xxxxxx X. Xxxxxx
00000 Xx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx:
Reference is made to that certain letter agreement dated March 1,
2002 between The St. Xxxx Companies, Inc. (the "Company") and you (the
"Agreement"). Section 2 of the Agreement sets forth the following sentence:
Upon an IPO, you will be entitled to receive a stock option
grant to purchase 1.5% of the outstanding common stock of Bermuda
Newco immediately following the IPO on a fully diluted basis at a
price not greater than the initial offering price under the IPO and
having a term of ten years (the "IPO Grant").
Such sentence is hereby amended to read in its entirety as follows:
Upon an IPO, you will be entitled to receive a stock option
grant to purchase 975,000 shares of common stock of Bermuda Newco at
the initial offering price under the IPO and having a term of ten
years (the "IPO Grant").
This amendment to the Agreement is intended to be a binding
obligation upon the Company and yourself. If this amendment to the Agreement
correctly reflects
Xx. Xxxxxx X. Xxxxxx
June 14, 2002
Page 2
your understanding, please sign and return one copy to Xxxx XxxXxxx for the
Company's records.
THE ST. XXXX COMPANIES, INC.
By:
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Xxx X. Xxxxxxx
Chief Executive Officer
The above amendment to the Agreement correctly reflects our understanding, and I
hereby confirm my agreement to the same as of the date first above written.
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Xxxxxx X. Xxxxxx
