Exhibit 10.9
AMENDMENT NO. 3 TO THE SPECIAL STOCK OPTION AGREEMENT
BETWEEN XXX XXXXXXXX HOLDINGS INC. AND XXXXXX X. XXXXXXXX
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Xxx Xxxxxxxx Holdings Inc. (formerly named Xxx Xxxxxxxx
Corporation, the "Company") and Xxxxxx X. Xxxxxxxx (the "Executive") hereby
enter into and agree to this Amendment No. 3 to the Special Stock Option
Agreement previously executed by the Company and Executive, dated as of May 22,
1997 (as amended or modified from time to time to the date hereof, the "Special
Stock Option Agreement"), pursuant to which the Executive was granted a
nonqualified option to purchase 1,200,000 shares of Common Stock, par value $.01
per share, of the Company under the 1997 Stock Option Plan (the "1997 Plan").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in the Special Stock Option
Agreement.
WHEREAS, the parties hereto desire to amend the termination
provisions set forth in Paragraph 3 of the Special Stock Option Agreement; and
WHEREAS, the parties agree and acknowledge that, as of
December 31, 2001 and as of the date hereof, the Executive's Option has become
and is exercisable for 801,600 Shares (such number of shares, the "Earned
Amount").
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Paragraph 2.g of the Special Stock Option Agreement is hereby amended by
deleting the date "May 22, 1997" appearing therein and replacing it with "May
22, 2007".
2. The parties hereto hereby acknowledge and agree that, notwithstanding
anything contained in the Special Stock Option Agreement to the contrary, the
Option granted pursuant to the Special Stock Option Agreement is only
exercisable for up to the Earned Amount.
3. Section 3 of the Special Stock Option Agreement is hereby deleted in its
entirety and replaced with the following:
"3. Termination of Option. The unexercised portion of the
Option granted herein (to the extent of the Earned Amount (as defined
below)) will automatically and without notice terminate and become
null and void upon the earliest to occur of the following:
a. the expiration of ten (10) years from the date of grant
of this Option;
b. the date of termination of your employment if your
employment is terminated by the Company for Cause (as such term is
defined in that certain Amended and Restated Employment Agreement,
dated as of June 21, 2002, by and among the Company, Xxx Xxxxxxxx
Corporation (formerly known as "Xxx Xxxxxxxx Press, Inc.)) and
Executive; or
c. upon a Change of Control;
provided, however, that none of the events described above shall
extend the period of exercisability of this Option beyond the day
immediately preceding the tenth anniversary of the date hereof; and
provided further, that, notwithstanding anything to the contrary
contained herein or in the 1997 Plan, this Option shall be
exercisable during such term and at the time set forth above in this
Paragraph 3 to the extent of, and for not more than, the Earned
Amount.
For the purposes of this grant letter, "Earned Amount" shall mean
801,600 Shares, which number of shares equals the amount of Shares
for which the Option has become and is exercisable for as of December
31, 2001 under, and notwithstanding anything to the contrary
contained in, this grant letter."
4. Except as provided in this Amendment No. 3, the rights and duties of the
parties pursuant to the Special Stock Option Agreement shall remain in full
force and effect.
[signatures appear on following page]
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This Amendment No. 3 to the Special Stock Option Agreement
is effective this 21th day of June, 2002.
XXX XXXXXXXX HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
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Signature
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