Exhibit 10.20
FIRST AMENDMENT TO
STOCK RESTRICTION AND
CROSS PURCHASE AGREEMENT
This First Amendment to Stock Restriction and Cross Purchase Agreement (the
"Amendment") is made as of the 15th day of July, 1996 by and between Xxxx X.
Xxxxx ("Xxxxx"), Xxxxx Xxxxxxx ("Xxxxxxx"), Xxxx Xxxx ("Xxxx") and Xxxxxx
Xxxxxxx ("Xxxxxxx").
R E C I T A L S:
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A. The parties hereto (the "Shareholders") are the owners and holders of
all of the issued and outstanding stock (the "Shares") of The GSI Group, Inc., a
Delaware corporation (the "Corporation").
B. The Shareholders are parties to that certain Stock Restriction and
Cross Purchase Agreement dated as of June 6, 1996 (the "Agreement"), which
Agreement imposes certain rights and restrictions on the Shareholders in
connection with the sale or disposition of their Shares.
C. The Shareholders desire to amend the Agreement in accordance with the
terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements hereinafter contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The Recitals are incorporated herein and constitute covenants,
representations and warranties of the Shareholders. All capitalized terms used
herein shall have the meanings ascribed to them in the Agreement unless the
context in which such terms are used clearly indicates a contrary intention.
2. Article 3 of the Agreement is hereby amended by deleting that Article
in its entirety and substituting the following in place thereof:
"ARTICLE
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PURCHASE OF SHARES UPON DEATH OF SHAREHOLDER
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Remaining Shareholders' Rights and Obligations. Upon the death of a
Shareholder ("Decedent"), all of the Shares owned by the Decedent (the
"Decedent's Shares") shall be subject to the rights and obligations set forth
below of the Remaining Shareholders to purchase all of such Decedent's Shares
from the Decedent's legal representative (the "Representative") at the price and
on the terms set forth in Articles 4, 5 and 6 hereof. For a period of forty-five
(45) days after the death of the Decedent, the Remaining Shareholders shall have
the right to purchase any or all of the Decedent's Shares at the price and on
the terms set forth in Articles 4, 5 and 6 hereof. In the event that more than
one of the Remaining Shareholders elects to purchase the Decedent's Shares, then
unless otherwise agreed by the Remaining Shareholders, each electing Remaining
Shareholder must purchase only that percentage of the Decedent's Shares (each, a
"Respective Percentage") as is equal to his or her proportionate ownership of
all of the electing Remaining Shareholders' then respective Shares.
Notwithstanding the previous two (2) sentences, if the Remaining Shareholders,
or the trustee of a Trust (as defined in Section 5.5 herein) of which the
Remaining Shareholders are grantors, is or are the beneficiary(ies) of any
Policies (as defined herein) on the Decedent's life, the Remaining Shareholders
shall have the obligation to purchase, each in proportion to his Respective
Percentage, so much or all of the Decedent's Shares as would exhaust the
insurance proceeds from the Policies. To the extent that the insurance proceeds
from the Policies exceed the aggregate Purchase Price (as defined in Section
4.1) of the Decedent's Shares, the Remaining Shareholders shall contribute, pro
rata to their respective ownership of voting Shares (after having acquired the
Decedent's Shares), such excess proceeds to the capital of the Corporation. In
the event the insurance proceeds from the Policies are less than the aggregate
Purchase Price of the Decedent's Shares and the Remaining Shareholders elect to
purchase the remaining Shares, the balance of the Purchase Price, after taking
into effect such proceeds, shall be payable in the manner described in Section
5.2 hereof.
If the Remaining Shareholders desire or are obligated to purchase the
Decedent's Shares, each such Shareholder shall give written notice to the
Corporation and the Representative within forty-five (45) days after the death
of the Decedent, specifying the Decedent's Shares which the Remaining
Shareholders wish or are obligated to purchase."
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3. Section 4.1 of the Agreement is hereby amended by deleting that
Section in its entirety and substituting the following in place thereof:
"4.1 Purchase Price. The parties hereto recognize the problems
relative to determining the value of the Corporation. As a result, the
parties hereto agree that the purchase price ("Purchase Price") for the
Decedent's Shares purchased pursuant to Article 3 hereof shall be the sum
of the following:
(a) an amount per Share equal to the greatest of:
(i) Six and 34/100 Dollars ($6.34) per Share;
(ii) two (2) times the Book Value (as defined below) of the
Corporation divided by the total number of Shares outstanding as
of the date of the Decedent's death; and
(iii) an amount equal to: (a) five (5) times the
Corporation's EBITDA (as defined below), minus (b) the principal
balance of the Corporation's interest bearing debt as of the date
of the Decedent's death, divided by (c) the total number of
Shares outstanding as of the date of the Decedent's death;
which amount per Share shall be multiplied by the number of Decedent's
Shares (the "Applicable Amount"); plus
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(b) one-half (1/2) of the amount, if any, by which the insurance
proceeds from the Policies on the Decedent's life exceeds the
Applicable Amount.
The Purchase Price determined in the manner set forth above shall be
conclusive and binding on the parties hereto."
4. Section 5.5 of the Agreement is hereby amended by deleting that
Section in its entirety and substituting the following in place thereof:
"5.5 Life Insurance Proceeds.
A. Notwithstanding anything to the contrary contained in
Section 5.1 hereof, in the event the Shareholders are grantors of a trust
(the "Trust") the trustee (the "Trustee") of which is the owner and
beneficiary of one or more insurance policies ("Policies") on the life of a
Shareholder who owns Shares at the time of his death (the "Deceased
Shareholder"), the death benefits under the Policies, net of applicable
taxes on such
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proceeds, if any, shall be paid upon the Trustee's receipt thereof as
follows: (i) to the estate of the Deceased Shareholder on account of the
Purchase Price of the Shares on behalf of the Remaining Shareholders (and
only the balance of the Purchase Price, if any, may be deferred as set
forth above), and (ii) the balance of such proceeds, if any, shall be paid
to the Corporation as a contribution to capital on behalf of the Remaining
Shareholders pro rata to their voting Shares.
B. If at the time of death of a Former Shareholder (as defined
below), the Trustee is the owner and beneficiary of one or more Policies on
the Former Shareholder's life, the death benefits under the Policies, net
of applicable taxes on such proceeds, if any, shall be paid upon the
Trustee's receipt thereof as follows: (i) to the estate of the Former
Shareholder as a prepayment of the unpaid balance, if any, of the purchase
price, plus accrued interest thereon, then owed by the then current
Shareholders, either pursuant to this Agreement, the Buy-Sell Agreement or
otherwise, for the Former Shareholder's Shares; and (ii) the balance, if
any, of such proceeds, or all such proceeds if no unpaid balance described
in clause (i) above exists, shall be paid to the Corporation as a
contribution to capital on behalf of the then current Shareholders pro rata
to their voting Shares. As used herein, the term "Former Shareholder" means
any person who previously owned voting Shares, but who, at the time of his
death, no longer owns Shares.
5. Section 6.2 of the Agreement is hereby amended by deleting the word
"Partnership's" in the third line thereof and substituting in place thereof the
word "Trustee's".
6. Section 8.2 of the Agreement is hereby amended by deleting the words
"partnership agreement of the Partnership" in the first sentence thereof, and
substituting in place thereon the "Trust".
7. Exhibit "A" to the Agreement is hereby amended and restated in the form
of Amended and Restated Exhibit "A" attached hereto.
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8. Except as expressly amended by this Amendment, the Agreement shall
remain unchanged and in full force and effect.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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