Exhibit 8
FIRST AMENDMENT, dated as of March 15, 1996 (the "First
Amendment"), among CONOPCO, INC., a New York corporation
("Parent"), CONOPCO ACQUISITION COMPANY, INC., a Delaware
corporation ("Sub"), and XXXXXX XXXXXX INDUSTRIES, INC., a
Delaware corporation (the "Company"), to the AGREEMENT AND
PLAN OF MERGER dated as of February 13, 1996 (the "Merger
Agreement"), among Parent, Sub and the Company.
WHEREAS Parent, Sub and the Company each desire to amend the
Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. SECTION 7.09(a) of the Merger Agreement is hereby amended to
read in its entirety as follows:
"(a) As soon as practicable following the date of this Agreement,
the Board of Directors of the Company (or, if appropriate, any
committee of the Board of Directors administering the Stock Option
Plans (as defined below)) may adopt such resolutions or take such other
actions as are required to provide that (i) each stock option to
purchase shares of Company Common Stock heretofore granted under any
stock option, stock appreciation rights or stock purchase plan of the
Company (collectively, the "Stock Option Plans") outstanding
immediately prior to the consummation of the Offer, whether or not then
exercisable, shall become fully exercisable immediately prior to the
consummation of the Offer; (ii) each stock appreciation right
heretofore granted under any Stock Option Plan outstanding immediately
prior to the Offer, whether or not then exercisable, shall become fully
exercisable immediately following the acceptance for payment of Shares
pursuant to the Offer (the "Acceleration Time"); and (iii) all
restrictions applicable to any restricted stock award heretofore
granted under any Stock Option Plan outstanding immediately prior to
the Offer shall lapse immediately prior to the consummation of the
Offer."
2. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
3. This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
First Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
CONOPCO, INC.,
by /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
CONOPCO ACQUISITION COMPANY, INC.,
by /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
XXXXXX XXXXXX INDUSTRIES, INC.,
by /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
