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EXHIBIT 10.12a
PRINTRONIX, INC.
AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT
This Agreement is made at Irvine, California as of March 26, 1999
between PRINTRONIX, INC., a Delaware corporation (the "Company") and Xxxxxxxx X.
Xxxxxxx (the "Stockholder").
RECITALS
A. The Stockholder has acquired shares of the Company (the
"Shares") pursuant to a sale of restricted stock (as that term is used in the
Company's 1994 Stock Incentive Plan) under a restricted stock purchase agreement
(the "Agreement").
B. Payment for the Shares was made by promissory note (the "Note")
accompanied by a pledge of the Shares.
C. The Company currently has the right to repurchase a portion of
the Shares.
D. The parties now desire to amend the Agreement.
NOW, THEREFORE, the parties hereto amend the Agreement as follows:
AGREEMENT
1. Notwithstanding anything in the Agreement to the contrary, the
Company hereby relinquishes any right to repurchase any or all of the Shares and
all such shares are now "vested" as that term is used in the Agreement.
2. The parties substitute the promissory note attached hereto as
Exhibit A (the "New Note") in the place of the Note. The Stockholder
acknowledges that the Shares will not be released from the pledge until the New
Note has been paid. Therefore, by virtue of the inability to prepay the New
Note, the Stockholder will be unable to sell the Shares for at least two years.
3. The Stockholder shall not voluntarily resign from his position
with the Company for a period of two years from the date hereof. The Stockholder
recognizes that, if he were to terminate the relationship with the Company at a
time when the Company deemed that the continued relationship was in its best
interests, that the Company would be damaged.
4. Nothing in this agreement alters the Company's right to
terminate any employment or other relationship with the Stockholder at will,
with or without cause.
5. Except as so amended, the Agreement remains in full force and
effect.
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IN WITNESS WHEREOF, this agreement is entered into as of the date first-above
written.
THE COMPANY THE STOCKHOLDER
PRINTRONIX, INC.
By: XXXXXX X. XXXXXX XXXXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxx
President & CEO
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PROMISSORY NOTE
$200,000 Irvine, California
October 8, 1997
For value received, the undersigned, Xxxxxxxx X. Xxxxxxx, hereby
promises to pay to PRINTRONIX, INC., a Delaware corporation, at 00000 Xxxxxxxxxx
Xxxx, Xxxxxx, Xxxxxxxxxx 00000-0000, or order, on March 26, 2001, the sum of Two
Hundred Thousand Dollars ($200,000), together with interest on the principal
balance from the date hereof at the annual rate of Six percent (6.0%), until
said principal and interest have been paid in full.
No part of this Note may be prepaid, either in whole or in part.
Payment shall first be credited on interest and then on principal. The
principal and interest are payable in lawful money of the United States of
America.
This Note is made in connection with that certain Printronix, Inc. 1994
Stock Incentive Plan Restricted Stock Purchase Agreement dated as of October 8,
1997, as amended as of March 26, 1999, between the undersigned and Printronix,
Inc. The undersigned has pledged shares of Printronix, Inc. stock as security
for the repayment of this Note and Printronix, Inc.'s sole recourse in the event
of breach of the undersigned's obligations under this Note is to such security.
In the event action shall be instituted for the collection of any
amounts due under this Note, the undersigned promises to pay such amounts as the
court may fix as attorneys' fees.
XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx
Exhibit A
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