Exhibit 4.05
AMENDMENT NO. 1 TO RESTRICTED STOCK AGREMENT
This Amendment No. 1 (this "Amendment") dated as of April 1, 1997, to
the Restricted Stock Agreement (the "Agreement"), dated as of January 20, 1997,
between Unilab Corporation (the "Corporation") and Xxxxxx X. Xxxxx ("Xxxxx"), is
entered into between the Corporation and Xxxxx for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
The Agreement is hereby amended as follows:
1. Section 3 of the Agreement is amended by deleting the first sentence
thereof and replacing it in its entirety with the following: "The
Restriction shall lapse and have no further force or effect with respect to
the Shares upon the earliest to occur of (a) a Change of Control of the
Corporation (as hereinafter defined), (b) Xxxxx reaching age 65, (c)
Xxxxx'x death or Disability (as defined in the Corporation's Long-Term
Disability Plan) and (d) the payment in full of all principal of and
accrued interest on that certain $300,000 secured promissory note, dated
April 15, 1997, made by Xxxxx in favor of the Corporation."
2. Section 8 of the Agreement is amended by deleting it in its entirety
and inserting in its place the following: "Xxxxx shall be granted for a
three-year period commencing on January 20, 1997 "piggyback"
registration rights to request the Corporation to register the Shares and
the 533,333 shares of Common Stock of the Corporation purchased on April 3,
1997 by the payment of cash (the "New Shares", and collectively
with the Shares, the "Registrable Shares") as part of a registration
statement filed by the Corporation. If the Corporation shall not have
filed a registration statement by the end of such three year period, Xxxxx
shall have the right from and after that date to demand that the
Corporation prepare and file a registration statement to register the
Registrable Shares."
Except as expressly provided above, the Agreement shall remain
unchanged and in full force and effect. This Amendment shall be governed by and
construed in accordance with the laws of the State of California.
UNILAB CORPORATION
By: _______________________________
Name:
Title:
XXXXX
By: _______________________________
Name: Xxxxxx X. Xxxxx
Address: 000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxxx, XX 00000
