EXHIBIT 10.05 (D)
AMENDMENT TO STOCKHOLDERS' AGREEMENT
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AMENDMENT made this 24th day of May, 2001 (the "Amendment"), to that
certain Stockholders' Agreement dated the 6th day of November, 1996, by and
among (i) Occupational Health + Rehabilitation Inc, a Delaware corporation (the
"Company"), (ii) the individuals and entities listed under the heading "Holders"
on Schedule I attached thereto, and (iii) those persons whose names are set
forth under the heading "Investors" on Schedule I thereto (the "Stockholders'
Agreement"). All capitalized terms used herein shall have the meaning assigned
to them in the Stockholders' Agreement unless otherwise defined herein.
WHEREAS, Prince Venture Partners III Limited Partnership ("Prince"), the
holder of 400,045 shares of Common Stock, wishes to distribute such Common Stock
to its partners (the "Distributees"); and
WHEREAS, the parties to the Stockholders' Agreement wish to release Prince
and the Distributees from the obligations of the Stockholders' Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company, the Holders and the Investors agree as
follows in accordance with paragraph 7 of the Stockholder's Agreement:
1. Upon the distribution of the 400,045 shares of Common Stock by Prince
to the Distributees, the Shareholders' Agreement shall be amended (i) to delete
Prince from the list of Holders in Schedule I thereto; (ii) to delete Prince
from the list of OH+R Principal Stockholders; (iii) to delete paragraph 1(b);
and (iv) to delete the list of Telor Principal Stockholders in Schedule II
thereto. Thereupon, (i) Prince and the Distributees shall be released from all
obligations under the Stockholders' Agreement, including, without limitation,
the obligation to vote shares of Common Stock as specified in the Stockholders'
Agreement; (ii) the Telor Principal Stockholders, other than Prince and the
Distributees, shall be released from their obligations under the Stockholders'
Agreement as Telor Principal Stockholders, including, without limitation, the
obligation to vote their shares of Common Stock as specified in the
Stockholders' Agreement (but they shall not be released from their obligations
under the Stockholders' Agreement arising from their status as Investors); and
(iii) Xxxxx X. Xxxxxx shall continue as a director of the Company until his
successor shall have been duly elected and qualified.
2. All other provisions of the Stockholders' Agreement shall remain in
full force and effect in accordance with the terms thereof.
3. This Amendment shall become effective upon its execution in accordance
with paragraph 7 of the Stockholders' Agreement.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5. This Amendment shall be construed and enforced in accordance with and
governed by the General Corporation Law of the State of Delaware as to matters
within the scope thereof, and as to all other matters shall be governed by and
construed in accordance with the internal laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
sealed instrument as of the day and date first above written.
INVESTORS: THE COMPANY:
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XXXXXX, XXXXXXX STRATEGIC OCCUPATIONAL HEALTH +
PARTNERS FUND, L.P. REHABILITATION INC
By: Xxxxxx, Xxxxxxx Strategic
Partners, L.P. By: /s/ Xxxx X. Xxxxxxxxx
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Its: President and CEO
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: General Partner HOLDERS:
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PRINCE VENTURE PARTNERS III
STRATEGIC ASSOCIATES, L.P. LIMITED PARTNERSHIP
By: Xxxxxx, Xxxxxxx Strategic By: Prince Ventures, L.P.
Partners, L.P. Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: General Partner Its: General Partner
XXXX X. XXXXXXXXX
/s/ Xxxx X. Xxxxxxxxx
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2
VENROCK ASSOCIATES
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: General Partner
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VENROCK ASSOCIATES II, L.P.
By: Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: General Partner
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ASSET MANAGEMENT ASSOCIATES, 1989, L.P.
By: AMC Partners 89, L.P. General Partner
By: /s/ Xxxxx X. Xxxxxx
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Its:
GENERAL PARTNER OF
AMC PARTNERS 89, LP. THE GENERAL PARTNER OF
ASSET MANAGEMENT ASSOCIATES 1989, LP.
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