Exhibit 10.19
EXECUTION COPY
AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION
THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Organization,
dated as of June 2, 1999 (the "Agreement"), by and among Luminant Worldwide
Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred to herein
as "Luminant"), Align Solutions Acquisition Corp., a Delaware corporation
("Newco"), Align Solutions Corp., a Delaware corporation (the "Company"), and
the stockholders of the Company (the "Stockholders"), is made and entered into
as of September 2, 1999.
RECITALS
A. Luminant, Newco, the Company and the Stockholders have determined that it
is in their best interests to revise the Agreement.
B. Luminant, Newco, the Company and the Stockholders desire to amend the
Agreement on the terms and subject to the conditions set forth herein.
C. All of the Other Founding Companies have simultaneously agreed to amend the
Other Agreements.
NOW, THEREFORE, in consideration of the premises, the mutual agreements set
forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. The term "Shares" means shares of Luminant
Common Stock. The term "Initial Holdings" means, with respect to each
Stockholder, the number of Shares issued to the Stockholder at the Closing. All
defined terms in the Agreement using the word "Clarant" are hereby revised to
use the word "Luminant."
2. The Agreement is amended to provide that the references in the Agreement to
"this Agreement" or "the Agreement" (including indirect references such as
"hereunder," "hereby," "herein" and "hereof") shall be deemed to be references
to the Agreement as amended hereby. To the extent that any provisions of the
Agreement as in effect prior to the effectiveness of this Amendment conflict
with or contradict the provisions of this Amendment, the provisions of this
Amendment shall control and shall supersede such inconsistent provisions.
3. Article 7 is hereby amended by adding the following new section 7.15:
7.15 EXERCISE OF OPTIONS BEFORE IPO. The Stockholders shall not themselves,
and shall use their commercially reasonable best efforts to cause other holders
of Options and Convertible Securities, if any, not to, exercise such Options and
Convertible Securities prior to the Closing that are currently exercisable or
that will become exercisable prior to Closing.
4. Article 10 is hereby amended by adding the following new Section 10.9:
10.9 FORM S-8 FILING. Within thirty (30) days after the Closing, Luminant
agrees to file a registration statement on Form S-8 pursuant to which eligible
Persons holding options to purchase Shares will be permitted to sell Shares to
the public. Persons holding the "Vested Options" in Luminant identified on
EXHIBIT 2.1(a) shall be prohibited from exercising the Vested Options for a
period of thirty (30) days following the Closing.
5. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on the
sixth line, and replacing it with "October 15, 1999."
6. Section 17.1 is hereby amended by deleting the third sentence in its
entirety and replacing it with the following:
"In addition, if Luminant is advised in writing in good faith by any
managing underwriter of an underwritten offering of the securities being
offered pursuant to any registration statement under this Section 17.1 that
the number of Shares offered by any Persons (including Luminant) is greater
than the number of Shares that can be offered without adversely affecting
the offering, Luminant may reduce the number of Shares to be offered by
first reducing the number of Shares to be offered by Persons other than
Luminant, the Stockholders and the members and stockholders of the Other
Founding Companies, and second by reducing pro rata the number of Shares to
be offered by Luminant, the Stockholders and the members and stockholders
of the Other Founding Companies; provided however that in no event shall
the Shares to be offered by Luminant be reduced to less than fifty percent
(50%) of the offering; further provided that if the number of Shares to be
offered by Luminant is already less than or equal to fifty percent (50%) of
the offering, then the number of Shares to be offered by Luminant shall not
be reduced; provided, further, that the reduction in the Shares offered by
Luminant and the Stockholders and the stockholders and members of the Other
Founding Companies shall be effected on a pro rata basis; provided that to
the extent that a member or stockholder of a Founding Company has sold (in
that or one or more previous offerings), fifteen percent (15%) or more of
his or her Initial Holdings pursuant to any registration under this Section
17.1, such holder's rights to be included in the offering shall be
subordinate to the rights of Luminant and the other members and
stockholders of the Founding Companies."
7. Article 17 of the Agreements is hereby amended by adding the following
new Section 17.6:
17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the IPO has
requested an over-allotment option relating to the IPO (the "Green Shoe").
Luminant will provide the opportunity to each of the Stockholders to sell up to
fifteen percent (15%) of the Stockholder's Initial Holdings pursuant to the
Green Shoe; provided however that Luminant may reduce pro rata the number of
Shares to be sold by the Stockholder, the other Stockholders and the other
members and stockholders of the Other Founding Companies pursuant to the Green
Shoe if (a) Luminant determines that the inclusion of all or any portion of the
Stockholder's Shares or the aggregate number of Shares proposed to be sold
pursuant to the Green Shoe by all members and stockholders of the Founding
Companies could adversely affect the "tax free" status of the transactions
contemplated in the Agreement and the Luminant Plan of Organization; or (b) in
the aggregate stockholders and members of the respective Founding Companies have
subscribed to sell more Shares pursuant to the Green Shoe than the total number
of Shares that may be sold pursuant to the Green Shoe. Any Stockholder desiring
to sell Shares pursuant to the Green Shoe must execute the underwriting
agreement relating to the IPO and otherwise comply with customary procedures for
selling shareholders. Luminant agrees to pay the underwriting commissions and
discounts payable in respect of Shares sold pursuant to the Green Shoe by the
Stockholders.
8. EXHIBIT 2.1(a) is hereby amended by deleting it in its entirety and
replacing it with the EXHIBIT 2.1(a) attached hereto.
9. EXHIBIT 3.3 is hereby amended by deleting it in its entirety and replacing
it with the EXHIBIT 3.3 attached hereto.
10. SCHEDULE 10.8 of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the SCHEDULE 10.8 attached hereto. If the actual
IPO per Share price varies from the examples reflected on SCHEDULE 10.8, the
number of options and the exercise prices will be adjusted using the same method
of calculation that was applied to arrive at the values reflected in the
examples.
11. The Company shall provide copies of resolutions of the Board of Directors
and Stockholders of the Company to Luminant approving this Amendment promptly
following its execution.
12. Except as herein provided, the Agreement shall remain unchanged and in full
force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.
LUMINANT WORLDWIDE CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: Chief Executive Officer and President
ALIGN SOLUTIONS ACQUISITION CORP.
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: President
ALIGN SOLUTIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
Stockholders' Representative
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Stockholders:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxxx, Trustee
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Xxxxxxx Xxxxxxxxx Xxxxxxx 1999 GST Trust
/s/ Xxxxx Xxxxxxx, Trustee
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Xxxxx Xxxxxxxx Xxxxxxx 1999 GST Trust
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ W. Xxxxx Xxxxx
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W. Xxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
/s/ Xxxx Xxxxx Xxxxxxxx
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Xxxx Xxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxx Xxxxxxxx, Trustee
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The 1996 Xxxxx X. Xxxxx Trust
/s/ Xxx Xxxxxxxx, Trustee
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The 1996 Xxxxxxx X. Xxxxx Trust
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ X.X. Xxxxxxxx
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J. Xxxxxx Xxxxxxxx
/s/ X.X. Xxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxx 1999 Trust
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ K. Xxxxx Xxxxxxxxxxx
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K. Xxxxx Xxxxxxxxxxx
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
/s/ Xxxxxxxx X. XxXxxxxx, XX
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Xxxxxxxx X. XxXxxxxx, XX
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Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx
/s/ B. Xxxxxx XxXxxxxx, III
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B. Xxxxxx XxXxxxxx, III
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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Xxxx Xxxxx
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Xxxxx Xxxxx
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Xxx Xxxxx
/s/ Xxxx X. Xxxxx
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Xxxx Xxxxxxxx Xxxxx
/s/ Xxxxx Xxx Xxxxxx
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Xxxxx Xxx Xxxxxx
