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EXHIBIT 9.4
THIRD AMENDMENT TO
VOTING TRUST AGREEMENT
THIS THIRD AMENDMENT TO VOTING TRUST AGREEMENT (the "Third Amendment")
is entered into as of the 1st day of August 1995, by and between Xxxxxxx X.
Xxxxxx and Xxxxx X. Xxxxxx, individually and as Trustee (as such term is
defined in that certain Voting Trust Agreement (the "Agreement") entered into
as of January 1, 1985, as amended by the First Amendment dated as of
October 13, 1989 (the "First Amendment") and the Second Amendment dated as of
October 15, 1992 (the "Second Amendment") and is made with reference to the
following facts:
A. The Agreement provides for the establishment of a Voting Trust with
respect to certain shares of common stock of Superior Industries International,
Inc., a California corporation (formerly a Delaware corporation), owned by
Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx and the depositing of those shares with
Xx. Xxxxxx, as Trustee under the Agreement.
B. The Agreement had an initial term of five years, through
December 31, 1989. The First Amendment extended the term of the Agreement
through December 31, 1992, and the Second Amendment extended the term through
December 31, 1995.
C. Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx now desire to further extend
the term of the Agreement for an additional two years through December 31,
1997.
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NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, individually and as
Trustee, hereby agree as follows:
1. The term of the Agreement is hereby extended for an additional two
years, through and until 11:59 P.M. on December 31, 1997, during which time the
Agreement shall continue in full force and effect unless terminated prior
thereto in accordance with its terms.
2. Except as expressly amended hereby, all of the other provisions of
the Agreement shall remain in full force and effect as written.
This Third Amendment is signed and delivered as of the 1st day of
August, 1995 in Los Angeles, California.
/s/ XXXXXXX X. XXXXXX
-----------------------------------
(Xxxxxxx X. Xxxxxx)
/s/ XXXXX X. XXXXXX
-----------------------------------
(Xxxxx X. Xxxxxx, individually
and as Trustee)
SUPERIOR INDUSTRIES
INTERNATIONAL, INC.
By /s/ R. XXXXXXX XXXXXXXX
--------------------------------
(R. Xxxxxxx Xxxxxxxx
Vice President)
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SUPERIOR (Logo) SUPERIOR INDUSTRIES INTERNATIONAL, INC.
0000 Xxxxxxx Xxxxxx - Xxx Xxxx, XX 00000-0000
(000) 000-0000 - Telex: 65-1454 - Fax: (000) 000-0000
December 15, 1995
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: EMPLOYMENT AGREEMENT
Dear Ray:
As you know, you currently serve as Senior Vice President of Superior
Industries International, Inc. (the "Company") pursuant to that certain
Employment Agreement entered into as of January 1, 1987 (the "Agreement") and
amended on December 12, 1988, on December 17, 1990 and on December 18, 1993
which, by its terms, will expire on December 31, 1995. Since your continued
employment with the Company is extremely valuable and desirable to the Company,
and since it is in the best interests of the Company and its stockholders to
maintain and secure your continued employment by the Company, and, in
consideration for the extension of the term of the Agreement and the other
benefits accorded to you thereunder, you are willing to continue your
employment with the Company, the Company and you hereby agree as follows:
1. EXTENSION OF TERM
Section 6(a)(1) of the Agreement is hereby amended so that the Term
of the Agreement be extended until December 31, 1997. Accordingly, all
references in the Agreement to December 31, 1995 as to the termination date of
the Agreement or the date for terminating any benefits, rights, privileges,
obligations or undertakings by or for either you or the Company pursuant to the
Agreement, as hereby amended by substituting December 31, 1997, therefore and
all dates or periods of time in the Agreement are hereby changed or extended, as
the cause may be, to a period of time subsequent to December 31, 1995.
2. OTHER TERMS AND PROVISIONS
Except as specifically changed by this letter, all other provisions
of the Agreement are and shall remain in full force and effect. Unless
otherwise or further defined in this letter, all terms defined in the Agreement
and used herein shall have the same meanings herein as specified in the
Agreement.
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Xx. Xxxxxxx X. Xxxxx
December 15, 1995
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3. EFFECTIVE DATE
The effective date of this letter and the terms contained herein
shall be the date hereof.
Please acknowledge your approval and agreement to the above terms by
countersigning the enclosed copy of this letter where indicated, and returning
the signed copy to the Company.
"Company": SUPERIOR INDUSTRIES INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, President
THE ABOVE TERMS ARE
HEREBY APPROVED AND
December 15, 1995
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
