1
EXHIBIT 10.9
AMENDMENT AND MODIFICATION OF STOCK PLAN
THIS AMENDMENT AND MODIFICATION OF STOCK PLAN (the "Amendment"), dated
as of the 7th day of July, 1995, is made and entered into by and between
Xxxxxx X. Xxxxxxx, an individual (the "Employee"), Xxxxxx X. Xxxxxxxx, an
individual (the "Owner"), Young Dental Manufacturing Company, Inc., a Missouri
corporation (the "Operating Company") and Young Innovations, Inc., a
Missouri corporation (the "Holding Company").
R E C I T A L S
A. As of the date of this Amendment, Employee is the owner of
1,249 shares of the common stock of the Operating Company (the "Shares").
B. The Employee, the Owner and the Operating Company have made
and entered into a Stock Plan Agreement dated as of September 16, 1992 (the
"Agreement"), pursuant to which Agreement Employee purchased the Shares from
the Owner subject to the rights, restrictions and obligations of Employee,
Owner and the Operating Company, all as provided in said Agreement.
C. Employee and Holding Company have agreed, pursuant to an
Exchange Agreement between the Holding Company and Employee of even date
herewith (the "Exchange Agreement"), that Employee and Holding Company will
exchange each of the Shares of the common stock of the Operating Company
presently owned by Employee for Eleven and Nine-Tenths (11.9) shares of the
common stock of the Holding Company (the "New Shares"), on the terms and
conditions as set forth in said Exchange Agreement.
D. Each of the parties hereto desire to modify the terms and
conditions of the Agreement as provided herein.
E. Each of the parties hereto deem it to be in their respective
best interests to modify the terms of the Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and promises
contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. CONSENT TO EXCHANGE AGREEMENT.
1.1 Consent of Owner. The Owner hereby consents to
exchange of the Shares for the New Shares by the Employee with the Holding
Company pursuant to the Exchange Agreement.
1.2 Consent of Operating Company. The Operating Company
hereby consents to the exchange of the Shares for the New Shares by the
Employee with the Holding Company pursuant to the Exchange Agreement.
-1-
2
SECTION 2. APPLICATION OF AGREEMENT TO NEW SHARES. From and after
the date of the Exchange Closing (as that term is defined in the Exchange
Agreement) the terms and provisions of the Agreement, as amended by this
Amendment, shall apply to the New Shares and the rights, duties and obligations
of the Operating Company shall be assigned to and assumed by the Holding
Company in all respects in connection with the Agreement.
SECTION 3. TERMINATION OF AGREEMENT UPON CERTAIN EVENTS. The
Agreement, as amended hereby, shall terminate, be null and void and of no
further force or effect whatsoever at such time as the Holding Company shall
become subject to the reporting requirements of Section 15(d) or Section 13 of
the Securities Exchange Act of 1934, as amended.
SECTION 4. GENERAL PROVISIONS.
4.1 Assignment. This Amendment shall not be assignable
by any party without the prior written consent of all other parties hereto.
Subject to the foregoing, this Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective representatives,
successors and assigns.
4.2 Waiver. The failure of a party to insist upon strict
adherence to any term of this Amendment on any occasion shall not be considered
a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Amendment.
4.3 Entire Agreement; Amendment. This Amendment shall
supersede any and all existing agreements between the parties hereto and
relating to the subject matter hereof and may not be further amended except by
a written agreement signed by all parties hereto.
4.4 Heading. Section headings are used herein for
convenience of reference only and shall not affect the meaning of any provision
of this Amendment.
4.5 Severability. If any provision of the Agreement or
this Amendment is invalid or unenforceable, the balance of the Agreement as
modified hereby shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons or circumstances.
4.6 Further Assurances. The parties hereto shall each
take as promptly as possible all such action as may be necessary or appropriate
in order to effectuate the transactions contemplated hereunder, subject to the
terms explicitly set out herein.
4.7 Counterparts. This Amendment may be executed in one
or more counterparts each of which shall be deemed an original but all of which
taken together shall constitute one and the same agreement.
-2-
3
IN WITNESS WHEREOF, the parties set their hands to this
instrument as of the date first written above.
EMPLOYEE:
/s/ Xxxxxx Xxxxx Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
OWNER:
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
OPERATING COMPANY:
Young Dental Manufacturing Company
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name:
---------------------------
Title:
--------------------------
HOLDING COMPANY:
Young Innovations, Inc.
By:/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name:
---------------------------
Title:
--------------------------
-3-
