EXHIBIT 10(ffff)
145
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TIREX AMERICA INC.
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AMENDMENT NO. 2
TO STOCK RESTRICTION AGREEMENT
OF JUNE 1, 1995, AS AMENDED MAY 30, 1996
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Second Amendment, made this 1st day of May 1997, by and between
Tirex America Inc.
0000 Xxxxxxx
Xxxxx Xx. Xxxxxxx
Xxxxxx, Xxxxxx X0X 0X0
Tirex Canada Inc.
0000 Xxxxxxx
Xxxxx Xx. Xxxxxxx
Xxxxxx, Xxxxxx X0X 0X0
(collectively, the "Corporation"*)
and
Xxxxxxx Xxxx Xxxxxx
000 Xxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
(the "Xxxxxx").
the original parties to a certain stock restriction agreement, dated as of June
1, 1995, as amended May 30, 1996 (the "Stock Restriction Agreement"). Terms used
in this Amendment which are defined in the Stock Restriction Agreement and not
defined herein shall have the same meaning herein as therein.
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Whereas, Xxxxxx and the Corporation were parties to a certain Executive
Agreement, dated as of June 18, 1995 (the "First Employment Agreement"), which
was terminated as of December 21, 1996;
Whereas, Xxxxxx and the Corporation are parties to a certain Corporate
and United States Securities Counsel Employment Agreement, dated December 22,
1997 (the "Second Employment Agreement");
Whereas, The terms and provisions of the Stock Restriction Agreement
apply to all securities of the Company issued to Xxxxxx pursuant to the terms
and provisions of the First Employment Agreement and the parties wish to amend
the terms of the Stock Restriction Agreement so as to: (i) make all securities
issued to Xxxxxx under the Second Employment Agreement subject to the terms and
provisions of the said Stock Restriction Agreement, and (ii) reflect certain
changes in Rule 144 of the Securities Act of 1933, as amended, and to shorten
the period required before shares or the Corporation's common stock, received by
Xxxxxx as compensation, are permitted to be included in a registration statement
on Form S-8.
Now therefore, in consideration of the premises and of the mutual
promises and covenants hereinafter set forth, the parties agree to amend the
Stock Restriction Agreement, as follows:
A. AMENDMENTS
1. Stock Transfer Restrictions and Forfeitures
Paragraph 1.1 is amended so as to read as follows:
1.1 The Stock may be sold, hypothecated, donated or
otherwise disposed of, as permitted under the Rules and
Regulations of the Securities Act of 1933, as amended,
provided however that the Stock may not be sold under a
registration statement on Form S-8, until not less than
eighteen months have
elapsed after its issuance.
2. Paragraph 1.3 is amended so as to read as follows:
1.3 The terms and provisions of this Stock
Restriction Agreement shall apply to all securities of the
Company heretofore or hereafter issued to Xxxxxx pursuant to
the terms and provisions of the Executive Agreement between
Xxxxxx and the Corporation, dated as of January 18, 1995 and
to all securities of the Company heretofore or hereafter
issued to Xxxxxx pursuant to the terms and
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provisions of the Corporate and United States Securities
Counsel Employment Agreement between Xxxxxx and the
Corporation, dated December 22, 1996 and all of the Additional
Stock Restriction Agreements are hereby deemed to be merged
into and to be a part of this Agreement.
B. NO OTHER AMENDMENTS
Except as expressly provided in this Amendment, all of the terms and
conditions of the Stock Restriction Agreement remain in full force and effect.
C. COUNTERPARTS
This Amendment may be executed in any number of counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
Amendment.
In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
EMPLOYEE TIREX AMERICA INC.
/s/ Xxxxxxx Xxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx Xxxx Xxxxxx Xxxxxxx X. Xxxxx, President
and Member of the Executive
Committee of the Board of
Directors.
TIREX AMERICA INC.
By /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx,Vice President of
Engineering and Member of the
Executive Committee of the Board
of Directors
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