Exhibit 10.8
AMENDMENT NO. 2 TO THE SPECIAL STOCK OPTION AGREEMENT
BETWEEN XXX XXXXXXXX CORPORATION AND XXXXXX X. XXXXXXXX
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Xxx Xxxxxxxx Holdings Inc. (formerly named Xxx Xxxxxxxx
Corporation, the "Company") and Xxxxxx X. Xxxxxxxx (the "Executive") hereby
enter into and agree to this Amendment No. 2 to the Special Stock Option
Agreement previously executed by the Company and Executive, dated as of May 22,
1997 (as amended on March 15, 2001, the "Special Stock Option Agreement"),
pursuant to which the Executive was granted a nonqualified option to purchase
1,200,000 shares of Common Stock, par value $.01 per share, of the Company under
the 1997 Stock Option Plan.
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Section 2.b.(ii) of the Special Stock Option Agreement is hereby deleted in
its entirety and replaced with the following:
"(ii) your employment with the Company and its subsidiaries
shall have terminated during the Fiscal Year by reason of your death
or your Permanent Disability (as such term is defined in the
Employment Agreement, dated as of December 20, 2001, among the
Company, Xxx Xxxxxxxx Corporation (formerly named Xxx Xxxxxxxx Press,
Inc.) and you (the "Employment Agreement"))."
2. Except as provided in this Amendment No. 2, the rights and duties of the
parties pursuant to the Special Stock Option Agreement shall remain in full
force and effect.
[signatures appear on following page]
This Amendment No.2 to the Special Stock Option Agreement
is effective this 31st day of January, 2002.
XXX XXXXXXXX HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxxx
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XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
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