Exhibit 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of December 30, 1996 to the Agreement
and Plan of Merger, dated as of September 17, 1996 (the "Original Agreement") by
and among Xxxxxx-Xxxxxx Company (the "Purchaser"), HM Merger Subsidiary, Inc.
and Xxxxxx, Inc. (the "Company").
The parties to the Original Agreement wish to amend the Original
Agreement to delete the requirement that the Purchaser assume outstanding
options to purchase shares of Company under the Xxxxxx, Inc. stock option
program.
NOW, THEREFORE, the parties agree as follows:
1. All terms defined in the Original Agreement shall have the same
meanings unless the context requires otherwise.
2. Section 6.10 shall be deleted in its entirety and the following
inserted in lieu thereof:
Section 6.10 Stock Options.
(a) Before or at the Effective Time, the Company shall cancel
each outstanding option to purchase shares of Company Common Stock (a
"Company Stock Option") issued pursuant to any incentive or stock
option program of the Company (the "Company Stock Plan") whether such
Company Stock Options are vested or unvested, and the Purchaser shall
have no obligation to assume any Company Stock Options.
(b) Before or at the Effective Time, Purchaser shall recommend
for consideration to its Compensation Committee (or Sub-Committee) a
grant of options to purchase shares of Purchaser's Common Stock under
Purchaser's 1994 Stock Option Plan ("Purchaser's Option Plan") to each
Company executive employee who as of the
Effective Time (before any cancellation by virtue of Section 6.10(a)
above) holds an outstanding Company Stock Option. The terms and
conditions of the grant of such stock option awards made by Purchaser
shall be determined by Purchaser's Compensation Committee (or
Sub-committee); provided, however, that the number of shares covered by
each option to be granted under Purchaser's Option Plan shall be
determined in accordance with the formula approved by the Chairman and
Chief Executive Officer of the Company (or his designee) and the
Chairman and Chief Executive Officer of the Purchaser (or his
designee). At the closing, the Purchaser shall deliver a certificate
executed by an officer of the Purchaser certifying that the Purchaser's
Compensation Committee (or Sub-committee) has granted stock option
awards as contemplated by this Section 6.10(b).
3. This Amendment shall be governed by and construed in accordance with
its laws of the State of Virginia without giving effect to the provisions
thereof relating to conflict of laws.
4. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement.
5. The Original Agreement and this Amendment shall be read together to
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the day and year first above written.
XXXXXX-XXXXXX COMPANY
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Sr. Vice-President
HM MERGER SUBSIDIARY, INC.
By: /s/ Xxx X. Xxxxxxx
-----------------------------
Name: Xxx X. Xxxxxxx
Title: Secretary and Treasurer
XXXXXX, INC.
By: /s/ X.X. Xxxxx
-----------------------------
Name: X.X. Xxxxx
Title: Sr. V.P.
