Exhibit 10.18
FIRST AMENDMENT TO STOCK RESTRICTION AND BUY-SELL AGREEMENT
This First Amendment to Stock Restriction and Buy-Sell Agreement - Non-
Voting Shares (the "Amendment") is made as of the 5th day of November, 1997 by
and between Xxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxx X. Xxxx, Xxxxxx X. Xxxxxxx and
The GSI Group, Inc., a Delaware corporation ("GSI"), the persons identified as
Non-Voting Shareholders on Exhibit A to the original Stock Restriction and Buy-
Sell Agreement - Non-Voting Shares and Xxxx Xxxxxx.
WHEREAS, the parties entered into the Stock Restriction and Buy-Sell
Agreement - Non-Voting Shares as of January 1, 1997 (the "Agreement"), which
Agreement imposes certain rights and restrictions on the Non-Voting Shareholders
in connection with the sale or disposition of their shares.
WHEREAS, the parties hereto desire to amend the Agreement in accordance
with the terms and conditions set forth below to reflect Xxxxx Xxxxx'x sale of
nonvoting shares to Xxxx Xxxxxx on the date hereof and certain other revisions
to the Agreement.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements hereinafter contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 5.1 of the Agreement is hereby amended by replacing the existing
subsection (iii) with the following language:
"(iii) an amount equal to: (a) with regard to Events arising as a result of
a Non-Voting Shareholder's death or permanent disability, six (6) times, and
with regard to Events arising as a result of a Non-Voting Shareholder's
termination of employment with the Corporation, five (5) times, the
Corporation's EBITDA (as defined below), minus (b) the principal balance of the
Corporation's interest bearing debt (net of cash, cash equivalents or marketable
securities) as of the date of the Event, divided by (c) the total number of
shares (both voting and non-voting) of the Corporation's stock outstanding as of
the date of the Event."
and by adding the following language after Section 5.1(iii):
"(iv) an amount equal to: (a) with regard to Events arising as a result of
a
Non-Voting Shareholder's death or permanent disability, six (6) times, and with
regard to Events arising as a result of a Non-Voting Shareholder's termination
of employment with the Corporation, five (5) times, the Corporation's adjusted
EBITDA (as defined below), minus (b) the principal balance of the Corporation's
interest bearing debt (net of cash, cash equivalents or marketable securities)
as of the date of the Event, divided by (c) the total number of shares (both
voting and nonvoting) of the Corporation's stock outstanding as of the date of
the Event."
2. A Section 5.6 is hereby added to the Agreement, which states as follows:
"5.6 Adjusted EBITDA. The term "adjusted EBITDA" shall mean the same as
EBITDA except that the term "Fiscal Period" shall mean (y) if the Event occurs
during the first eight (8) months of any given fiscal year of the Corporation,
the immediately preceding fiscal year of the Corporation and (z) if the Event
occurs during the last four (4) months of any given fiscal year of the
Corporation, the fiscal year of the Corporation in which the Event occurs."
3. A new Section 9.19 is added to the Agreement after existing Section
9.18:
"9.19. Limitation on Corporation's Ability to Perform. The Corporation's
obligation to purchase Shares hereunder and any other obligation related thereto
is subject to the terms and conditions of the Indenture dated as of November 1,
1997 between the Corporation and LaSalle National Bank, as trustee, relating to
the $100 million aggregate principal amount 10 1/4% Senior Subordinated Notes
due 2007."
4. Exhibit A of the Agreement is hereby amended by adding the following
name and address thereto:
Xxxx Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx, XX 00000
5. All capitalized terms used herein shall have the meanings ascribed to
them in the Agreement unless the context in which such terms are used clearly
indicates a contrary intention.
6. Except as expressly amended herein, the Agreement shall remain unchanged
and in full force and effect.
2
The GSI Group, Inc.
By___/s/ Xxxxx Sloan_________
Its Chief Executive Officer
___/s/ Xxxxx Sloan_______ ___/s/ Xxxxx Andrade________
Xxxx X. Xxxxx Xxxxx Xxxxxxx
___/s/ Xxxx Funk_________ ___/s/ Xxxxxx X. Buffett_____
Xxxx X. Xxxx Xxxxxx X. Xxxxxxx
___/s/ Xxxx Waters_______ ___/s/ Al Deutsch____________
Xxxx Xxxxxx Al Deutsch
___/s/ Xxxxxxx Jordan____ ___/s/ Xxxxx Van Rossem______
Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxxx
___/s/ Xxxxx Vettel______ ___/s/ Gene Wiseman__________
Xxxxx Xxxxxx Xxxx Xxxxxxx
___/s/ Xxxx Betscher_____ ___/s/ Xxxxxx Galvin_________
Xxxx Xxxxxxxx Xxxxxx Xxxxxx
___/s/ Xxxx Mello________ ___/s/ Xxxxx Sloan___________
Xxxx Xxxxx Xxxxx Xxxxx
___/s/ Xxxx Colee________ ___/s/ Xxxxx Basham__________
Xxxx Xxxxx Xxxxx Xxxxxx
___/s/ Xxxx Meyer________ ___/s/ Gene Pollock__________
Xxxx Xxxxx Xxxx Xxxxxxx
