EXHIBIT 10.14
AMENDMENT TO GOVERNANCE AGREEMENT
This Amendment to Governance Agreement, dated as of January 14, 1999 (this
"Amendment"), is entered into by and among Empresas La Moderna, S.A. de C.V., a
corporation organized under the laws of the United Mexican States ("ELM"), and
DNAP Holding Corporation, a Delaware corporation (the "Company").
Background
WHEREAS, ELM and the Company entered into that certain Governance
Agreement dated as of September 26, 1996 (the "Agreement") in connection with
the merger effected on that date of a wholly-owned subsidiary of the Company
with and into DNA Plant Technology Corporation, a Delaware corporation ("DNAP"),
pursuant to which DNAP became a wholly-owned subsidiary of the Company and the
issued and outstanding shares of capital stock of DNAP were converted into
shares of common stock of the Company; and
WHEREAS, Section 6.02 of the Agreement provides that the Agreement may be
amended by the agreement of the parties, but that such amendment shall not be
effective until it has been approved by a majority of the Independent Directors
(as defined in the Agreement), which approval is also required by Section
1.09(f) of the Agreement; and
WHEREAS, ELM and the Company desire to modify certain provisions of the
Agreement relating to the termination of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and agreements contained herein, the parties hereto agree as follows:
1. Section 6.07 of the Agreement is hereby amended to read in its entirety
as follows:
6.07 Termination. Except for the provisions of Article V and
the provisions of ss. 1.10, which provisions shall survive for the
periods set forth therein, this Agreement shall terminate upon the
first to occur of (i) ELM and its Affiliates becoming the beneficial
owner of 100% of the voting stock of the Company, and (ii) the day
immediately preceding the 1999 annual meeting of Company
stockholders, which annual meeting shall be held no earlier than
April 28, 1999.
2. The Agreement, as amended by this Amendment, is hereby ratified and
confirmed in all respects as the agreement of the parties and shall continue in
full force and effect in accordance with its terms.
3. This Amendment shall become effective upon its execution by the parties
and by a majority of the persons serving as Independent Directors as of the date
hereof, who by signing below evidence their approval of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized representatives as of the day and
year first above written.
DNAP HOLDING CORPORATION EMPRESAS LA MODERNA, S.A. DE C.V.
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXXX XXXXXXX
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Xxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxx
Executive Vice President Title: Attorney-in-Fact
AMENDMENT TO GOVERNANCE AGREEMENT - 2
BY SIGNING BELOW, the undersigned, each of whom is an Independent Director
of the Company, evidences his or her approval of this Amendment to the
Agreement.
Date: March 16, 1999 /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Date: March 17, 1999 /s/ XXXXXX X. XXXXXXX
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Xx. Xxxxxx X. Xxxxxxx
Date: March 16, 1999 /s/ XXXXXXXXXXX XXXXXXXXXX
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Xx. Xxxxxxxxxxx X. Xxxxxxxxxx
AMENDMENT TO GOVERNANCE AGREEMENT - 3
