EXHIBIT 10(k)(k)
FIFTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
------------------------------------------
THIS FIFTH AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
22nd day of June, 2001, by and among XXXXXXX X. XXXXX, XXXXXX XXXXXXXXX (Messrs.
Xxxxx 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 his
shares of Company common stock under certain circumstances (the "1990
Stockholders' Agreement") (capitalized terms which are not otherwise expressly
defined herein shall have the meanings set forth in the 1990 Stockholders'
Agreement); and
WHEREAS, the 1990 Stockholders' Agreement is scheduled to expire on
June 22, 2001; and
WHEREAS, the Stockholders and the Company desire to extend the term
of the 1990 Stockholders' Agreement beyond June 22, 2001, according to the
provisions herein.
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, 2003.
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 Fifth Amendment as
of the day and year first above written.
XXXXXXXX XXXXX, INC. /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------------- /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx X. Xxxxx, Xx. ------------------------------
Title: General Counsel and Secretary Xxxxxx Xxxxxxxxx
