EXHIBIT 5
AGREEMENT
AGREEMENT dated as of August 25, 1995, by and Among UBS Partners Inc.
("Partners") and Xxxxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Xxxxxxx wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Xxxxxxx, Xxxxxxx hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ XXXXXXX XXXXXX
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By:/S/ XXXXXX XXXXXXXXX
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/S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Page 22 of 30 pages.
