Exhibit 2
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 (00 xxxx) 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 (00 xxxx) 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
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., President
/s/ X.X. Xxxxxxxx
Secretary
(CORPORATE SEAL)
/s/ Xxxxxx X. Xxxxxxx (SEAL)
Xxxxxx X. Xxxxxxx
