EXHIBIT 10(d)
STOCK OPTION SURRENDER AGREEMENT
THIS STOCK OPTION SURRENDER AGREEMENT (this "Agreement") is made as of
September 25, 2000, by and between Xxxxxx X. Xxxxx ("Executive") and Xxxxxxxxx
Holdings, Inc., a Pennsylvania corporation ("Company").
WITNESSETH:
WHEREAS, Executive holds options to purchase 559,380 shares of Common Stock
of the Company with an exercise price of greater than $50.00 per share which the
Executive desires and is willing to surrender in exchange for $1,000,000 cash
from the Company;
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Surrender. For good and valuable consideration, the receipt and
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sufficiency of which are acknowledged, the Executive hereby surrenders, releases
and forfeits as of the date of this Agreement all of his right, title and
interest in and to options which he holds to purchase 559,380 shares of Common
Stock of the Company, which have an exercise price greater than $50.00 per share
and which were previously granted to the Executive by the Company in
consideration for his services as an employee of the Company and its affiliates
(the "Options"). Such Options are more particularly identified on Exhibit A
hereto.
2. Payment. In consideration of the Executive's surrender, release and
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forfeiture of such Options, the Company agrees to pay the Executive $1,000,000
in cash, less any tax withholdings required under applicable law, on February 1,
2001.
3. Stock Option Agreements. Effective as of the date of this Agreement, the
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stock option agreements evidencing the Options are void and of no further force
or effect.
4. Amendment. This Agreement cannot be amended, modified or terminated
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except in writing and no waiver, extension or consent will be effective unless
evidenced by an instrument in writing duly executed by the party which is sought
to be charged with having granted the same.
5. Headings. The section headings of this Agreement are for convenience of
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reference only and do not form a part of this Agreement and do not in any way
modify, interpret, or otherwise affect the intentions of the parties.
6. Governing Law. This Agreement shall be governed by, and construed in
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accordance with, the laws of the Commonwealth of Pennsylvania without regard to
its conflicts of laws principles.
IN WITNESS HEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
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Xxxxxx X. Xxxxx
XXXXXXXXX HOLDINGS, INC.
By:
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Name:
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Title:
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