Exhibit 10.1
AMENDMENT NO. 2 TO
NOMINATING AGREEMENT
This Amendment No. 2 is dated as of September 10, 2005 (this
"Amendment") by and between Xxxxxxx Company, a Michigan corporation (the
"Buyer") and Xxxxx Xxxxx (the "Shareholder") of Buyer.
WHEREAS, Buyer and Shareholder entered into a Nominating Agreement,
dated as of November 14, 2004 as amended as of July 12, 2005 (the "Nominating
Agreement") and wish to amend the Nominating Agreement to modify certain
provisions concerning Shareholder's term of office as a director of Buyer;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants, promises and representations set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meaning set forth in the Agreement.
2. Election. Notwithstanding anything to the contrary in Sections
2(a) and (e), the Shareholder will be nominated to stand for
election as a director of the Buyer at the Annual Meeting of
Shareholders to be held in October 2005.
3. Term. In connection with such election, the Shareholder shall
be nominated to serve for a term expiring at Buyer's 2008
annual meeting, notwithstanding the Shareholder's earlier
appointment for a term expiring at Buyer's 2007 Annual Meeting
of Shareholders.
4. Effect. Except to the extent expressly amended hereby, all of
the provisions of the Nominating Agreement shall remain in
full force and effect, including, without limitations Buyer's
obligation to re-nominate Shareholder to serve on the Board at
each annual meeting at which the terms of the class of
directors to which Shareholder belongs has expired, pursuant
to Section 2(e).
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first written above.
XXXXXXX COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President & CFO
XXXXX XXXXX
/s/ Xxxxx Xxxxx
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(Signature)
Xxxxx Xxxxx
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