Exhibit 10.1
FIRST AMENDMENT TO SHARE DISPOSITION AGREEMENT
This First Amendment, dated as of May 10, 2005 (this "Amendment") to the
SHARE DISPOSITION AGREEMENT, dated as of July 9, 2004 (the "2004 Disposition
Agreement"), by and between Marvel Enterprises, Inc., a Delaware corporation
(the "Company") and Xxxxx Xxxxxxxxxx (the "Stockholder").
WHEREAS, the Stockholder owns beneficially shares of the Company's common
stock, par value $0.01 per share ("Common Stock") and options to purchase shares
of Common Stock;
WHEREAS, in connection with the Company's July 2004 stock repurchase
program (the "2004 Program"), the Company and the Stockholder have entered into
the 2004 Disposition Agreement whereby the Stockholder has agreed to certain
restraints on the disposition of Common Stock that he owns; and
WHEREAS, the Board of Directors of the Company has authorized the
repurchase of an additional $150 million of the Common Stock from time to time
in the open market or through privately negotiated transactions on or before
June 30, 2006 (the "2005 Program");
WHEREAS, the Company's 2005 Program shall remain in effect until the
earlier of: (i) the Board of Directors canceling the program; (ii) the Company
completing the purchase of an additional $150 million of the Common Stock; or
(iii) June 30, 2006; and
WHEREAS, the Company and the Stockholder are entering into this Amendment
to provide for certain rights and obligations in connection with the shares and
options owned by the Stockholder, upon the terms and subject to the conditions
hereinafter set forth and otherwise set forth in the 2004 Disposition Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Third Recital. The third recital of the 2004 Disposition Agreement is
hereby amended by deleting the following: "(the "Stock Repurchase Period")"
2. New Section 1.04. The 2004 Disposition Agreement is hereby amended by
adding a new Section 1.04 which shall state: "As used herein, the term "Stock
Repurchase Period" shall mean the earlier of: (i) the Board of Directors
canceling both the 2004 Program and 2005 Program; (ii) the Company completing
the purchase of $250 million of the Common Stock under the 2004 Program and the
2005 Program; or (iii) June 30, 2006. Capitalized terms used herein but not
defined in this Agreement shall have the meanings given to such terms in that
certain First Amendment to Share Disposition Agreement, dated as of May 10,
2005, by and between the Company and the Shareholder."
3. General.
This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in New York, without regard to the conflict of law
principles of such state.
The section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Amendment.
The 2004 Disposition Agreement, as amended by this Amendment, sets forth
the entire agreement and understanding of the parties relating to the subject
matter hereof and supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof. No
representation, promise or inducement has been made by either party that is not
embodied in the 2004 Disposition Agreement as amended by this Amendment, and
neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth. Except as expressly changed by this
Amendment, the 2004 Disposition Agreement remains in full force in accordance
with its terms.
This Amendment may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Amendment and all of which, when
taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
COMPANY:
MARVEL ENTERPRISES, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President
STOCKHOLDER:
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
