Exhibit 10.15
FIRST AMENDMENT TO
STOCK RESTRICTION AND BUY-SELL AGREEMENT
This First Amendment to Stock Restriction and Buy-Sell Agreement (the
"Amendment") is made as of the 15th day of July, 1996, day of October, 1996 by
and between Xxxx X. Xxxxx ("Xxxxx"), Xxxxx Xxxxxxx ("Xxxxxxx"), Xxxx Xxxx
("Xxxx") and Xxxxxx Xxxxxxx ("Xxxxxxx"), and The GSI Group, Inc., a Delaware
corporation (the "Corporation").
R E C I T A L S:
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A. The parties hereto are parties to that certain Stock Restriction and
Buy-Sell Agreement dated as of June 6, 1996 (the "Agreement"), which Agreement
imposes certain rights and restrictions on the Shareholders in connection with
the sale or disposition of their Shares.
B. The parties hereto desire to amend the Agreement in accordance with
the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements hereinafter contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The Recitals are incorporated herein and constitute covenants,
representations and warranties of the Shareholders. All capitalized terms
used herein shall have the meanings ascribed to them in the Agreement
unless the context in which such terms are used clearly indicates a
contrary intention.
2. Section 5.1 of the Agreement is hereby amended by deleting the
words "Decedent's death" wherever such words appear in subsection (ii) and
(iii) thereof and substituting in place thereof the words "Event (as
defined below)".
3. Section 5.2 of the Agreement is hereby amended by deleting the
words "Decedent's death" in the third line thereof and substituting in
place thereof the words "Event (as defined below)". In addition, the words
"on the Decedent's estate, the Representative and all other" shall be
deleted in the last line of said Section and substituting in place thereof
the words "on all."
4. A Section 6.5 is hereby added to the Agreement, which states as
follows:
"6.5 Prepayment of Note. If following the death of a Former
Shareholder (as defined below), the Corporation receives payment (whether
as a contribution to its capital or otherwise) by the Trustee (as defined
in the Cross Purchase Agreement) or the Remaining Shareholders of the
proceeds of one or more insurance policies on the life of the Former
Shareholder, the Corporation shall upon receipt of such proceeds prepay to
the extent thereof the unpaid balance, if any, of principal plus accrued
interest under an outstanding Note payable by the Corporation to the Former
Shareholder for the Former Shareholder's Shares. As used herein, the term
"Former Shareholder" means any person who previously owned voting Shares,
but who, at the time of his death, no longer owns Shares."
5. Exhibit "A" to the Agreement is hereby amended and restated in the
form of Amended and Restated Exhibit "A" attached hereto.
6. Except as expressly amended by this Amendment, the Agreement shall
remain unchanged and in full force and effect.
The GSI Group, Inc.
By: /s/ Xxxx X. Xxxxx
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Title: CEO
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/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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