EXHIBIT 10(d)
Amendment Xx. 0
Xxxxxxxxx Xx. 0 to the Agreement dated July 25, 1997, among
the signatories hereto (the "Agreement"). Capitalized terms used
herein have the meaning set forth in the Agreement.
WHEREAS, pursuant to Section 2(f) of the Agreement, no final
determination has been made with respect to the "Additional
Nominee";
WHEREAS, the 1997 Annual Meeting is scheduled for October 8,
1997 and the parties hereto desire, in the interests of the
Company, not to delay the 1997 Annual Meeting;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein the parties hereto agree as follows:
1. Notwithstanding the provisions of Section 2(f)(ii) of the
Agreement, Xx. Xxxxx (or his successor pursuant to the Agreement)
shall have 60 days following the 1997 Annual Meeting to select the
Additional Nominee, and any selection made to date shall be deemed
in abeyance until resubmitted by Xx. Xxxxx (which he shall be
permitted to effect) and any response to such selection by Xx.
Xxxxxxxxx shall similarly be deemed in abeyance until reiteration
by Xx. Xxxxxxxxx (which he shall be permitted to effect).
Thereafter, the provisions of Section 2(f)(ii) shall be applicable,
including, without limitation, the right of Xx. Xxxxx to make
further nominations within two months after each non-approval is
finally determined. In the event Xx. Xxxxxxxxx (or his successor
pursuant to the Agreement) does not approve any nominee selected by
Xx. Xxxxx because of a material financial or a close personal or
familial relationship with another director or affiliate of a
director, the determination of whether such approval has been
unreasonably withheld shall be made by the Board of Directors of
the Company as constituted following the 1997 Annual Meeting.
2. This Amendment No. 1 may be executed in counterparts,
each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been duly
executed by the parties hereto as the date first above written.
XANADU INVESTMENTS L.P. INSITUFORM TECHNOLOGIES, INC.
By: The Xxxxxx Xxxxxxxxx By: Xxxxxxx X. Xxxxxx
Revocable Trust
By: s/Xxxxxx Xxxxxxxxx By: s/Xxxxxxx X. Xxxxx, Xx.
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Trustee Xxxxxxx X. Xxxxx, Xx.
By: The Xxxxx X. Xxxxxxxxx s/Xxxx X. Xxxxxxxxx
Revocable Trust ---------------------------
By: s/Xxxxx X. Xxxxxxxxx s/Xxxxxxx Xxxxxx
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Trustee
s/Xxxxxx Xxxxxxxxx s/Xxxxx Xxxxxxxx
-------------------------- ---------------------------
s/Xxxxx Xxxxxxxxx s/Xxxxxxx X. Xxxxxx
-------------------------- ---------------------------
The Xxxxxx and Xxxxx Xxxxxxxxx
Family Fund
By: Xxxxxx Xxxxxxxxx
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Trustee
s/Xxxxxx X. Xxxxxxxxx
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s/Xxxxxxx X. Xxxxxxxxxx
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