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EXHIBIT 10.13
EDUCATIONAL MEDICAL, INC.
0000 Xxxxxxxxx Xxxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
December 15, 1991
Xx. Xxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
Re: Repurchase Options
Dear Xx. Xxxxxx:
Pursuant to a Restricted Stock Purchase Agreement dated November 7,
1989 between you and the Company (the "Restricted Stock Purchase Agreement"),
you purchased 117,267 shares of the Company's common stock, subject to certain
repurchase options. A copy of the Restricted Stock Purchase Agreement is
attached to this Agreement as Exhibit 3. Pursuant to an Incentive Compensation
Agreement dated November 7, 1989 (the "Incentive Agreement") the Company agreed
to issue to you up to 8,640 shares of common stock (the "Incentive Shares") if
certain conditions were fulfilled. This Agreement cancels any remaining
rights you may have pursuant to the Incentive Agreement.
1. Amendments to the Restricted Stock Purchase Agreement. Each of us
agrees that this letter amends the Restricted Stock Purchase Agreement by:
(i) Amending Section 4 of such agreement in its entirety to read as
follows:
"4. Release of Additional Founders' Stock. As of December 15,
1991, 112,782 shares of Additional Founders' Stock remain in
escrow. The repurchase rights provided for in Section 5 below
shall terminate and the remaining portion of the Additional
Founders' Stock shall be released to the Employee from escrow
in equal increments of 3,132 shares per month on the last day
of each calendar month
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Xx. Xxxx X. Xxxxxx
December 15, 1991
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commencing, retroactively, from April 30, 1991, through April
30, 1994, at which time the remaining 3,162 shares shall be
released from escrow. Upon release of shares of Additional
Founders' Stock to the Employee, such shares shall remain
subject to the terms of Section 7 of this Agreement."
(ii) Amending the first paragraph of subsection 5(a) in its entirety
to read as follows:
"(a) Upon Termination of Employment the Company shall have the
right to repurchase from the Employee, at a purchase price of
$0.01 per share, up to that number of shares of Additional
Founder' Stock remaining in escrow."
2. Delivery of Certificates to implement the agreement. In order to
implement the amendments provided for in Section 1 of this Agreement, the
Company shall deliver to the Escrow agent a certificate for 8,640 shares of
common stock which shall be held as Additional Founders' Stock pursuant to the
Restricted Stock Agreement.
3. Governing Law. This Agreement shall be governed by, and construed
in accordance with (a) the laws of the State of New York applicable to
contracts made and to be performed wholly therein, and (b) the laws of the
State of Delaware applicable to corporations organized under the laws of such
state.
4. Entire Agreement. This Agreement and the agreements referred to
in it contain the entire agreement between the parties hereto with respect to
the transactions contemplated herein and supersedes all previously written or
oral negotiations, commitments, representations, and agreements.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
6. Amendments. This Agreement, or any provisions hereof, may not be
amended, changed or modified without the prior written consent of each of the
parties hereto.
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Xx. Xxxx X. Xxxxxx
December 15, 1991
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If the foregoing confirms your understanding of our agreements, please so
indicate by signing in the space provided below and return a signed copy to us.
Very truly yours,
EDUCATIONAL MEDICAL, INC.
By:
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Xxxxxx X. Xxxxx,
Secretary
[SEAL]
Confirmed and Agreed to:
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Xxxx X. Xxxxxx
Pursuant to an escrow agreement dated November 17, 1989, I am holding
certificates representing shares of common stock of the Company registered in
the name of Xxxx Xxxxxx and subject to the terms of the Restricted Stock
Purchase Agreement amended by this Agreement. I acknowledge receipt of this
agreement and agree with each of you that such escrow agreement is amended as
of this date to give effect to the terms of this agreement.
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Xxxxxx X. Xxxxx,
Escrow Agent
