AMENDMENT TO EMPLOYEE STOCKHOLDER’S AGREEMENT
Exhibit
4.5
AMENDMENT
TO EMPLOYEE STOCKHOLDER’S AGREEMENT
THIS
AMENDMENT (the “Amendment”)
to all
Employee Stockholder’s Agreements signed by the undersigned Employee Stockholder
is entered into between Bristol West Holdings, Inc., formerly known as BRW
Acquisitions, Inc. (the “Company”),
and
the undersigned Employee Stockholder, and is made effective as of December
29,
2005. The undersigned parties hereby agree that all Employee Stockholder’s
Agreements signed by the Company and the undersigned Employee Stockholder are
hereby amended as follows:
|
1.
|
Section
3 is hereby deleted in its entirety and replaced with the
following:
|
3.
Restriction on Transfer.
Except
for transfers permitted by clauses (x), (y) and (z) of Section 2 (a), or
transfers permitted by clause (B) of Section 5(a) as amended herein, or a sale
of shares of Stock pursuant to an effective registration statement under the
Act
filed by the Company or pursuant to the Sale Participation Agreement (as defined
below), the Employee Stockholder agrees that he will not transfer any shares
of
the Stock at any time prior to the fifth anniversary of the Closing Date. No
transfer of any such shares in violation hereof shall be made or recorded on
the
books of the Company and any such transfer shall be void and of no
effect.
|
2.
|
Section
5(a)(B) is hereby deleted in its entirety and replaced with the
following:
|
(B)
with
respect to the Options, to transfer the shares of Stock underlying the options
at any time prior to the fifth anniversary of the Closing Date. The Company
shall reimburse the Employee Stockholder, or in the event of the Employee
Stockholder’s death, the estate of the Employee Stockholder, for all reasonable
broker commissions incurred in transferring shares of stock that are transferred
pursuant to this section 5(a)(B).
| 3. |
This
Amendment shall be construed together with, and as a part of, the
Employee
Stockholder’s Agreement, but shall not constitute an amendment of any
provision of the Employee Stockholder’s Agreement not expressly referred
to herein. Except as expressly set forth in this Amendment, the provisions
of the Employee Stockholder’s Agreement are and shall remain in full force
and effect.
|
IN
WITNESS WHEREOF, each of the undersigned has executed this Amendment or caused
this Amendment to be executed on its behalf as of the date first written
above.
Bristol
West Holdings, Inc.
By___________________
Name:
Title:
Employee
Stockholder
_____________________
Name:
