Exhibit 10.25
AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION
THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 1, 1999 (as in effect on the date hereof, but
without giving effect to this Amendment, the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), RSI I Acquisition Corp., a Texas corporation
("Newco"), RSI Group, Inc., a Texas corporation (the "Company") Resource
Solutions International, LLC, a Texas limited liability company ("the
Subsidiary"), and Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, and Xxxxx X. Xxxxx (each
individually a "Stockholder" and collectively, the "Stockholders"), is made and
entered into as of September 2, 1999.
RECITALS
A. Luminant, Newco, the Company and the Stockholders have determined that it is
in their best interests to revise the Agreement.
B. Luminant, Newco, the Company and the Stockholders desire to amend the
Agreement on the terms and subject to the conditions set forth herein.
C. All of the Other Founding Companies have simultaneously agreed to amend the
Other Agreements.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. The term "Shares" means shares of
Luminant Common Stock. The term "Initial Holdings" means, with respect to each
Stockholder, the number of Shares issued to the Stockholder at the Closing. All
defined terms in the Agreement using the word "Clarant" are hereby revised to
use the word "Luminant."
2. The Agreement is amended to provide that the references in the
Agreement to "this Agreement" or "the Agreement" (including indirect references
such as "hereunder," "hereby," "herein" and "hereof") shall be deemed to be
references to the Agreement as amended hereby. To the extent that any provisions
of the Agreement as in effect prior to the effectiveness of this Amendment
conflict with or contradict the provisions
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of this Amendment, the provisions of this Amendment shall control and shall
supersede such inconsistent provisions.
3. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(a) attached hereto.
4. Article 17 is hereby amended by adding the following new
Section 17.6:
17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the
IPO has requested an over-allotment option relating to the IPO (the "Green
Shoe"). Luminant will provide the opportunity to each of the Stockholders to
sell up to fifteen percent (15%) of the Stockholder's Initial Holdings pursuant
to the Green Shoe; provided however that Luminant may reduce pro rata the number
of Shares to be sold by the Stockholder, the other Stockholders and the other
members and stockholders of the Other Founding Companies pursuant to the Green
Shoe if (a) Luminant determines that the inclusion of all or any portion of the
Stockholder's Shares or the aggregate number of Shares proposed to be sold
pursuant to the Green Shoe by all members and stockholders of the Founding
Companies could adversely affect the "tax free" status of the transactions
contemplated in the Agreement and the Luminant Plan of Organization; or (b) in
the aggregate stockholders and members of the respective Founding Companies have
subscribed to sell more Shares pursuant to the Green Shoe than the total number
of Shares that may be sold pursuant to the Green Shoe. Any Stockholder desiring
to sell Shares pursuant to the Green Shoe must execute the underwriting
agreement relating to the IPO and otherwise comply with customary procedures for
selling shareholders. Luminant agrees to pay the underwriting commissions and
discounts payable in respect of Shares sold pursuant to the Green Shoe by the
Stockholders.
5. The third sentence of Section 17.1 is hereby deleted in its entirety
and replaced with the following: "In addition, if Luminant is advised in writing
in good faith by any managing underwriter of an underwritten offering of the
securities being offered pursuant to any registration statement under this
Section 17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered without
adversely affecting the offering, Luminant may reduce the number of Shares to be
offered by first reducing the number of Shares to be offered by Persons other
than Luminant, the Stockholders and the members and stockholders of the Other
Founding Companies, and second by reducing pro rata the number of Shares to be
offered by Luminant, the Stockholders and the members and stockholders of the
Other Founding Companies; provided however that in no event shall the Shares to
be offered by Luminant be reduced to less than fifty percent (50%) of the
offering; further provided that if the number of Shares to be offered by
Luminant is already less than or equal to fifty percent (50%) of the offering,
then the number of Shares to be offered by Luminant shall not be reduced.
Subject to the foregoing, the
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reduction in the Shares offered by Luminant and the Stockholders and the
stockholders and members of the Other Founding Companies shall be effected on a
pro rata basis; provided that to the extent that a member or stockholder of a
Founding Company has sold (in that or a previous offering), or is being provided
the right to sell, fifteen percent (15%) or more of his or her Initial Holdings
pursuant to any registration under this Section 17.1, such holder's rights to be
included in the offering shall be subordinate to the rights of Luminant and the
other members and stockholders of the Founding Companies."
6. Article 10 is hereby amended by adding the following new Section
10.6:
10.6 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be permitted
to sell Shares to the public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(A) shall be prohibited from exercising the Vested
Options for a period of thirty (30) days following the Closing.
7. EXHIBIT 3.3 is deleted in its entirety and replaced with the
EXHIBIT 3.3 attached hereto.
8. Attached hereto as EXHIBIT 8 are resolutions of the Stockholders and
the Board of Directors of the Company approving this Amendment.
9. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on
the sixth line of the paragraph, and inserting "October 15, 1999."
10. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.
LUMINANT WORLDWIDE RSI I ACQUISITION CORP.,
CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxxx
_________________________ _________________________
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx
_________________________ _________________________
Title: President and CEO Title: President and CEO
_________________________ _________________________
RSI GROUP, INC. RESOURCE SOLUTIONS
INTERNATIONAL, LLC
By: /s/Xxxxxxx Xxxxxxxx By: /s/Xxxxxxx Xxxxxxxx
_________________________ _________________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
_________________________ _________________________
Title: CEO Title: Manager
_________________________ _________________________
STOCKHOLDERS:
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx
/s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx
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