Exhibit 10.16
SECOND AMENDMENT TO STOCK RESTRICTION AND BUY-SELL
AGREEMENT
This Second Amendment to Stock Restriction and Buy-Sell Agreement (the
"Amendment") is made as of the 2nd day of October, 1997 by and between Xxxx X.
Xxxxx, Xxxxx Xxxxxxx, Xxxx X. Xxxx, Xxxxxx X. Xxxxxxx and The GSI Group, Inc., a
Delaware corporation ("GSI").
WHEREAS, the parties hereto are parties to that certain Stock Restriction
and Buy-Sell Agreement dated as of June 6, 1996, as amended by the First
Amendment to Stock Restriction and Buy-Sell Agreement dated as of July 15, 1997
(the "Agreement"), which Agreement imposes certain rights and restrictions on
the Shareholders in connection with the sale or disposition of their Shares.
WHEREAS, the parties hereto desire to amend the Agreement in accordance
with the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements hereinafter contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 9.6 of the Agreement is hereby amended by adding the following
sentence after the second sentence thereof:
"So long as each of the Shareholders serve on the Board of Directors and is an
employee of the Corporation, he shall receive the annual directors fees set out
in the resolution adopted by the Board of Directors on October 1, 1997. As long
as the Shareholders own the voting common stock set forth opposite their
respective names in the Recital portion of this Agreement, the Shareholders
shall vote in favor of dividend(s) in an amount sufficient to pay the income
taxes of the Shareholders as set forth in Section 2.5(b) above plus an annual
amount that is no less than $300,000.00."
2. Section 5.1 of the Agreement is hereby amended by replacing the
existing subsection (iii) with the following language:
"(iii) an amount equal to: (a) with regard to Events arising as a result of
a Shareholder's death or permanent disability, six (6) times, and with regard
to Events arising as a result of a Shareholder's termination of employment with
the Corporation or exercise of rights of first offer under Section 3.2 hereof,
five (5) times, the Corporation's EBITDA (as defined below), minus (b) the
principal balance of the Corporation's interest bearing debt (net of cash, cash
equivalents or marketable securities) as of the date of the Event, divided by
(c) the total number of Shares
outstanding as of the date of the Event."
and by adding the following language after Section 5.1(iii):
"(iv) an amount equal to: (a) with regard to Events arising as a result of
a Shareholder's death or permanent disability, six (6) times, and with regard
to Events arising as a result of a Shareholder's termination of employment with
the Corporation or exercise of rights of first offer under Section 3.2 hereof,
five (5) times, the Corporation's adjusted EBITDA (as defined below), minus (b)
the principal balance of the Corporation's interest bearing debt (net of cash,
cash equivalents or marketable securities) as of the date of the Event, divided
by (c) the total number of Shares outstanding as of the date of the Event."
3. A Section 5.6 is hereby added to the Agreement, which states as
follows:
"5.6 Adjusted EBITDA. The term "adjusted EBITDA" shall mean the same as
EBITDA except that the term "Fiscal Period" shall mean (y) if the Event occurs
during the first eight (8) months of any given fiscal year of the Corporation,
the immediately preceding fiscal year of the Corporation and (z) if the Event
occurs during the last four (4) months of any given fiscal year of the
Corporation, the fiscal year of the Corporation in which the Event occurs."
4. A new Section 9.20 is added to the Agreement after existing Section
9.19:
"9.20. Limitation on Corporation's Ability to Perform. The Corporation's
obligation to purchase Shares hereunder and any other obligation related thereto
is subject to the terms and conditions of the Indenture dated as of November 1,
1997 between the Corporation and LaSalle National Bank, as trustee, relating to
the $100 million aggregate principal amount 10 1/4% Senior Subordinated Notes
due 2007."
5. All capitalized terms used herein shall have the meanings ascribed to
them in the Agreement unless the context in which such terms are used clearly
indicates a contrary intention.
6. Except as expressly amended herein, the Agreement shall remain
unchanged and in full force and effect.
The GSI Group, Inc.
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By___/s/ Xxxxx Sloan________
Its Chief Executive Officer
___/s/ Xxxxx Sloan___________
Xxxx X. Xxxxx
___/s/ Xxxxx Andrade_________
Xxxxx Xxxxxxx
___/s/ Xxxx Funk_____________
Xxxx X. Xxxx
___/s/ Xxxxxx Buffett_________
Xxxxxx X. Xxxxxxx
