Exhibit 10.24
AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION
THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 1, 1999 (the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Potomac Partners Acquisition LLC, a Delaware limited
liability company ("Newco"), Potomac Partners Management Consulting, LLC, a
Delaware limited liability company (the "Company"), and Xxxxx X. Xxxxxx, Xxxxx
X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx (the
"Members"), is made and entered into as of September 2, 1999.
RECITALS
A. Luminant, Newco, the Company and the Members have determined that it
is in their best interests to revise the Agreement.
B. Luminant, Newco, the Company and the Members desire to amend the
Agreement on the terms and subject to the conditions set forth herein.
C. All of the Other Founding Companies have simultaneously agreed to
amend the Other Agreements.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. The term "Shares" means shares of
Luminant Common Stock. The term "Initial Holdings" means, with respect to each
Member, the number of Shares issued to the Member at the Closing. All defined
terms in the Agreement using the word "Clarant" are hereby revised to use the
word "Luminant."
2. The Agreement is amended to provide that the references in the
Agreement to "this Agreement" or "the Agreement" (including indirect references
such as "hereunder," "hereby," "herein" and "hereof") shall be deemed to be
references to the Agreement as amended hereby. To the extent that any provisions
of the Agreement as in effect prior to the effectiveness of this Amendment
conflict with or contradict the provisions of this Amendment, the provisions
1
of this Amendment shall control and shall supersede such inconsistent
provisions.
3. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(a) attached hereto.
4. Article 17 is hereby amended by adding the following new
Section 17.6:
17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the
IPO has requested an over-allotment option relating to the IPO (the "Green
Shoe"). Luminant will provide the opportunity to each of the Members to sell up
to fifteen percent (15%) of the Member's Initial Holdings pursuant to the Green
Shoe; provided however that Luminant may reduce pro rata the number of Shares to
be sold by the Member, the other Members and the other members and stockholders
of the Other Founding Companies pursuant to the Green Shoe if (a) Luminant
determines that the inclusion of all or any portion of the Member's Shares or
the aggregate number of Shares proposed to be sold pursuant to the Green Shoe by
all members and stockholders of the Founding Companies could adversely affect
the "tax free" status of the transactions contemplated in the Agreement and the
Luminant Plan of Organization; or (b) in the aggregate stockholders and members
of the respective Founding Companies have subscribed to sell more Shares
pursuant to the Green Shoe than the total number of Shares that may be sold
pursuant to the Green Shoe. Any Member desiring to sell Shares pursuant to the
Green Shoe must execute the underwriting agreement relating to the IPO and
otherwise comply with customary procedures for selling shareholders. Luminant
agrees to pay the underwriting commissions and discounts payable in respect of
Shares sold pursuant to the Green Shoe by the Members.
5. The third sentence of Section 17.1 is hereby deleted in its entirety
and replaced with the following: "In addition, if Luminant is advised in writing
in good faith by any managing underwriter of an underwritten offering of the
securities being offered pursuant to any registration statement under this
Section 17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered without
adversely affecting the offering, Luminant may reduce the number of Shares to be
offered by first reducing the number of Shares to be offered by Persons other
than Luminant, the Members and the members and stockholders of the Other
Founding Companies, and second by reducing pro rata the number of Shares to be
offered by Luminant, the Members and the members and stockholders of the Other
Founding Companies; provided however that in no event shall the Shares to be
offered by Luminant be reduced to less than fifty percent (50%) of the offering;
further provided that if the number of Shares to be offered by Luminant is
already less than or equal to fifty percent (50%) of the offering, then the
number of Shares to be offered by Luminant shall not be reduced. Subject to the
foregoing, the
2
reduction in the Shares offered by Luminant and the Members and the stockholders
and members of the Other Founding Companies shall be effected on a pro rata
basis; provided that to the exten that a member or stockholder of a Founding
Company has sold (in that or a previous offering), or is being provided the
right to sell, fifteen percent (15%) or more of his or her Initial Holdings
pursuant to any registration under this Section 17.1, such holder's rights to be
included in the offering shall be subordinate to the rights of Luminant and the
other members and stockholders of the Founding Companies."
6. Article 10 is hereby amended by adding the following new
Section 10.6:
10.6 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be permitted
to sell Shares to the public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(a) shall be prohibited from exercising the Vested
Options for a period of thirty (30) days following the Closing.
7. EXHIBIT 3.3 is deleted in its entirety and replaced with the EXHIBIT
3.3 attached hereto. The Additional Contingent Consideration shall be paid in
the same mixture of cash and Shares as provided for payment of the Contingent
Consideration under EXHIBIT 3.3.
8. Article 7 is hereby amended by adding the following new
section 7.16:
7.16 EXERCISE OF OPTIONS BEFORE IPO. The Members agree to use
their commercially reasonable best efforts to cause holders of Options,
Convertible Securities and participation rights, if any, that are currently
exercisable or that will become exercisable prior to Closing to refrain from
exercising such Options and Convertible Securities prior to the Closing.
9. Section 10.5(a) of the Agreement is hereby deleted in its entirety
and restated as follows: each of the holders of participation rights shall
receive the number of Luminant Options set forth beside his or her name on
EXHIBIT 9.
10. Attached hereto as EXHIBIT 10 are resolutions of the Members
approving this Amendment.
11. Section 12.1(b) is hereby amended by deleting "December 31, 1999"
on the sixth line, and inserting "October 15, 1999."
3
12. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.
[signatures on following page]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.
LUMINANT WORLDWIDE POTOMAC PARTNERS ACQUISITION LLC
CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxxx
------------------------- -------------------------
Name: /s/ Xxxxxxxxx X. Xxxxxx Name: /s/ Xxxxxxxxx X. Xxxxxx
------------------------- -------------------------
Title: President and CEO Title: President and CEO
------------------------- -------------------------
POTOMAC PARTNERS MANAGEMENT
CONSULTING, LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
-------------------------
Title: Managing Director
-------------------------
MEMBERS:
/s/ Xxxxx X. Xxxxxx /s/ Xxxx Xxxxxxxx
----------------------------- ---------------------------
Xxxxx X. Xxxxxx Xxxx Xxxxxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx
----------------------------- ---------------------------
Xxxxx X. Xxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
----------------------------- ---------------------------
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
----------------------------- ---------------------------
Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxx
----------------------------- ---------------------------
Xxxxxx Xxxxxxx Xxxxxxx Xxxxx
5
/s/ Xxxxx X. Xxxxxx, Trustee
----------------------------------------
XXXXX X. XXXXXX GRAT DATED June 18, 1999
/s/ Xxxxx X. Xxxxx, Trustee
----------------------------------------
XXXXX X. XXXXX GRAT DATED July 9, 1999
/s/ Xxxxx Xxxxxxx, Trustee
----------------------------------------
XXXXX XXXXXXX GRAT DATED July 28, 1999
/s/ Xxxxxx X. Xxxxxxxx, Trustee
----------------------------------------
XXXXXX X. XXXXXXXX GRAT DATED July 22, 1999
6
