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Exhibit 10.2
FIRST AMENDMENT OF STOCKHOLDER'S AGREEMENT
WHEREAS there is an existing Stockholder's Agreement ("Agreement") dated
January 23, 1992, among XXXXXXX X. XXXXXXX ("XXXXXXX"), XXXXXX X. XXXXX
("XXXXX"), XXXXX X. XXXXXX ("XXXXXX"), XXXXX X. XXXXXXXXXX ("XXXXXXXXXX") and
XXXX X. XXXXXXXX, XX. ("XXXXXXXX") as stockholders, and ADVANCED MANUFACTURING
RESEARCH, INC. (the "CORPORATION") a copy of which Agreement is attached hereto;
and,
WHEREAS the Board of Directors of this corporation has authorized the
transfer of Eight Percent (8%), representing Eighty Thousand (80,000) shares of
the outstanding capital stock of this Corporation, held by XXXXXXXX, to XXXXXXXX
X. XXXXXX ("XXXXXX"), of 000 Xxxxxxxx Xxxxxx, Xxx. 0, Xxxxxxxxx, XX. 00000, so
that thereafter Xxxxxxx will own Twenty-five Percent (25%), Xxxxx will own
Twenty-five Percent (25%), Xxxxxxxx will own Fifteen percent (15%), Xxxxxxxxxx
will own Five Percent (5%) (the corporation having previously re-acquired Five
Percent (5%) from Xxxxxxxxxx of his original Ten Percent (10%)) and Xxxxxx will
own Twelve Percent (12%) of such stock against which certain options to
employees have been granted, there being only one class of common stock
outstanding; and,
WHEREAS it is a condition to the transfer of the shares to Xxxxxx that he
become a signatory to the Stockholder's Agreement as amended by this First
Amendment, so as to be bound by the same terms and conditions applicable to all
other stockholders, which condition Xxxxxx is willing to meet.
NOW, THEREFORE, the parties agree:
1. To amend the Stockholders Agreement to include Xxxxxx among the
stockholders of this corporation in the percentages noted above.
2. Xxxxxx will be bound by the same terms and conditions of the
Stockholder's Agreement as so amended.
3. A revised Schedule A to the original Stockholders Agreement shall be
substituted for original Schedule A thereof to reflect the new ownership
positions and to reflect the effects of a 99 for 1 stock dividend ratified by
the stockholders at the last Annual Meeting on February 18, 1992.
4. The parties, including Xxxxxx, acknowledge that they have received
independent legal advice before signing this document and Xxxxxxxx, Xxxxxxxx and
Xxxxxxx has rendered legal advice only to the Corporation.
5. Except as modified by this document, the terms of the original
Stockholder's Agreement remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Stockholder's Agreement this 14 day of June, 1993.
/s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX, STOCKHOLDER
/s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX, STOCKHOLDER
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX, STOCKHOLDER
/s/ XXXXX X. XXXXXXXXXX
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XXXXX X. XXXXXXXXXX, STOCKHOLDER
/s/ XXXX X. XXXXXXXX, XX.
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XXXX X. XXXXXXXX, XX., STOCKHOLDER
/s/ XXXXXXXX X. XXXXXX
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XXXXXXXX X. XXXXXX, STOCKHOLDER
ADVANCED MANUFACTURING RESEARCH, INC.
By: /s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX, PRESIDENT
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SCHEDULE A
PERCENTAGE INITIAL CAPITAL NUMBER
NAME OWNERSHIP CONTRIBUTION OF SHARES
---- --------- ------------ ---------
XXXXXXX X. XXXXXXX 25 0 250,000
XXXXXX X. XXXXX 25 0 250,000
XXXX X. XXXXXXXX, XX. 15 $50,000 150,000
XXXXX X. XXXXXXXXXX 5 0 50,000
XXXXX X. XXXXXX 10 0 100,000
XXXXXXXX X. XXXXXX 8 $80,000 80,000
TREASURY* 12 0 120,000
*(subject in part to existing employee options)
