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Exhibit M
COUNTERPART TO THE SHAREHOLDERS' AGREEMENT
WHEREAS, a party (the "Transferor") to the Shareholders' Agreement,
dated as of May 7, 1999, among The Xxxxxxx Xxxxx Group, Inc. (the "Company") and
the Covered Persons listed on Appendix A thereto, as amended from time to time
(the "Shareholders' Agreement"), has proposed to Transfer (as defined in the
Shareholders' Agreement) shares of common stock (the "Transferred Shares") of
the Company to the undersigned transferee (the "Transferee").
NOW, THEREFORE, in consideration of the Transfer of the Transferred
Shares and the waiver granted by the Shareholders' Committee (as defined in the
Shareholders' Agreement) to permit such Transfer, the Transferee hereby agrees,
represents and warrants that, upon the completion of the Transfer:
1. Each Transferred Share will continue to be subject to the same
restrictions on transfer (the "Transfer Restrictions"), as set
forth under the caption "PLP Restrictions" in Section 7 of the
Plan of Incorporation (as defined in the Shareholders'
Agreement), that applied to such Share immediately prior to
the Transfer, and the Transferee and the Transferred Shares
will be subject to all the other provisions of the Plan of
Incorporation, including the applicable hedging restrictions
and custody arrangements, that applied to the Transferor and
the Transferred Shares immediately prior to the Transfer. The
Transferee acknowledges receipt of, and agrees to abide by,
the PMD Hedging and Pledging Restrictions, as amended as of
April 2000.
2. The Transferee will become a Covered Person under the
Shareholders' Agreement and will remain a Covered Person so
long as the Transfer Restrictions are in effect. Once the
Transfer Restrictions terminate, the Transferee will be
removed from Appendix A to the Shareholders' Agreement.
3. The Transferred Shares will be treated as Covered Shares and
Voted Covered Shares under the Shareholders' Agreement until
the termination of the Transfer Restrictions.
4. Until the earlier of (i) the termination of the Transfer
Restrictions and (ii) the date on which the Transferor ceases
to be an Employee Covered Person, the Transferee will be
treated as an Employee Covered Person under the Shareholders'
Agreement; provided, however, that for the purposes of the
General Transfer Restriction of Section 2.2 of the
Shareholders' Agreement, the Transferee will not be treated as
an Employee Covered Person.
5. This Counterpart shall be governed by and construed in
accordance with the laws of the State of New York, without
regard to principles of conflicts of laws.
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Agreed, as of __________, 2000:
______________________________
(Print Name of Transferee)
By: __________________________
Name:
Title:
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