EXHIBIT (10)(d)
THIRD AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS THIRD AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
23rd day of May, 1997, by and among XXXXXXX X. XXXXX, XXXXXXX XXXXXXX, XXXXXX
XXXXXXXXX (Messrs. Xxxxx, Xxxxxxx and Xxxxxxxxx being collectively hereinafter
referred to as the "Stockholders"), and XXXXXXXX XXXXX, INC., a Delaware
corporation (the "Company").
WITNESSETH:
WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement, dated June 22, 1990, as amended, pursuant to which the Company has a
right of first refusal in the event any Stockholder transfers (other than by
gift) his shares of Company common stock (the "1990 Stockholders' Agreement");
and
WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1990 Stockholders' Agreement as more fully set forth below.
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:
l. Section 1(d) of the 1990 Stockholders' Agreement is hereby deleted
in its entirety and the following section is inserted in its place:
(d) upon June 22, 1999.
2. Except as otherwise expressly set forth above, the 1990
Stockholders' Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as
of the day and year first above written.
XXXXXXXX XXXXX, INC. STOCKHOLDERS:
By: /s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
