Xxx X. Xxxxxxx Xxxxxxx X. Xxxxx
c/x Xxxxxx General c/x Xxxxxx General
Corporation Corporation
000 Xxxxx Xxxx Xxxx 000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000 Xxxxx Xxxx, XX 00000
November 22, 1998
Xxxxxx General Corporation
000 Xxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of the date hereof, between Xxxxxx General
Corporation (the "Company") and River Acquisition Corp. (the "Merger Sub"). As
of the Effective Time, subject to the satisfaction or waiver of all of the
closing conditions contained in Article VII of the Merger Agreement, we hereby
agree, jointly and severally, to contribute 280,000 shares of Common Stock, par
value $1.00 per share ("Common Stock"), of the Company to the Merger Sub;
provided, however, that the number of shares contributed to Merger Sub shall be
reduced on a share by share basis for (i) any shares of Common Stock that are
contributed by other investors to Merger Sub and (ii) up to 35,000 options to
purchase shares of Common Stock retained by other members of the Management
Group in lieu of cancellation pursuant to the Merger. Capitalized terms used
but not otherwise defined herein shall have the respective meanings as cribed
thereto in the Merger Agreement.
If the foregoing is acceptable to you, kindly acknowledge
your agreement by countersigning this letter agreement below.
Very truly yours,
/s/ Xxx X. Xxxxxxx
--------------------------------
Xxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
ACKNOWLEDGED AND AGREED:
XXXXXX GENERAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: President
