1
EXHIBIT 10(u)
ADDENDA TO EMPLOYMENT AND STOCK PURCHASE AGREEMENT
BETWEEN WELLINGTON HALL LIMITED AND XXXXXX X. XXXXXXX
DATED SEPTEMBER 1, 1996 (THE "AGREEMENT")
The parties to the Agreement do hereby amend the Agreement as
hereinafter set forth effective this 10th day of February, 1997:
Paragraph 13 shall be stricken in its entirety and in lieu thereof
substitute the following:
"13. Stock Purchase Agreement. Company intends to file a
registration statement pursuant to the Securities Act of 1933, as
amended, whereby Company would offer to shareholders the
nontransferable right to purchase one share of Common Stock of Company
at Fifty Cents (50c.) per share for each share held as of a record
date established by Company and offer any remaining shares first to
shareholders desiring to purchase more shares than their rights would
entitle them to purchase and then to the public. Prior to the filing
of such registration statement and subject to the grant of options
pursuant to paragraph 14 hereof and the execution and delivery by
Xxxxxxx of the letter in the form attached hereto as Attachment A,
Company agrees to sell and Xxxxxxx agrees to purchase six hundred
thousand (600,000) shares of common stock of Company at Fifty Cents
(50c.) per share. Xxxxxxx shall not be entitled to purchase any
shares in the registered offering to shareholders and the public.
On October 10, 1996, Xxxxxxx advanced to the Company $285,694.
Upon the purchase and sale of the 600,000 shares by Xxxxxxx, Xxxxxxx
shall deliver $14,306 in cash and the debt of the Company for the
amount previously advanced shall be extinguished in full payment of
the $300,000 purchase price for such shares. If the shares are not
purchased by November 30, 1998, the amount advanced shall be repaid in
full. Upon the purchase and sale of the 600,000 shares or repayment
of the amount advanced, the Company shall pay Xxxxxxx interest on the
amount advanced, at the applicable federal rate under Section 1274(d)
of the Internal Revenue Code of 1986, as amended, from the date of
such advance to the date of purchase and sale or the date of repayment
as the case may be."
In addition to the above, paragraph 14 of the Agreement shall be
stricken in its entirety and in lieu thereof substitute the following:
"14. Stock Options. Company has adopted a 1997 Stock
Option and Restricted Stock Plan (the "Plan") and the Stock
Compensation Committee that administers the Plan has agreed to grant
to Xxxxxxx, prior to the filing of the filing of the registration
statement and the purchase and sale of the 600,000 shares to Xxxxxxx
pursuant to Paragraph 13 hereof, the following options pursuant to the
Plan: (i) an option to purchase
2
150,000 shares of Common Stock, which option shall not qualify as an
Incentive Stock Option as defined in the Plan and shall be on the
terms and conditions substantially as set forth in the form of
agreement attached hereto as Attachment B and (ii) options to purchase
an aggregate of 450,000 shares at the prices and subject to the other
terms and conditions substantially as set forth in the form of
agreement attached hereto as Attachment C, which options are intended
to qualify as Incentive Stock Options under the Plan."
Except as herein modified the Agreement and each and every part
thereof is hereby ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have hereunto signed their
names, and the Company has caused its name to be signed hereto by its President
and attested by its Secretary and its corporate seal to be affixed, and the
undersigned individual herewith expressly adopts as his seal the word "SEAL"
appearing beside his signature below, all of which was done as of the date
first written above.
WELLINGTON HALL LIMITED
Attested: By: /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------
Xxxx X. Xxxxxxx, Xx.,
/s/ X.X. Xxxxxxxx President
---------------------------
Secretary
(CORPORATE SEAL)
/s/ Xxxxxx X. Xxxxxxx
---------------------------------(SEAL)
Xxxxxx X. Xxxxxxx
