EXHIBIT 4.5
POLYPHASE CORPORATION
00000 XXXXXX XXXXXXX, XXXXXX XXXXX
XXXXXX, XXXXX 00000
May 31, 1994
Xx. Xxxxx Xxxxx
Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxxxxxx X. Xxxx
c/o Polyphase Corporation
00000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Re: Stock Option Agreements
Gentlemen:
As you know, Polyphase Corporation, a Pennsylvania corporation ("Polyphase
Pennsylvania"), is proposing to reincorporate in Nevada by merging (the
"Merger") Polyphase Pennsylvania with and into a newly formed Nevada subsidiary
of Polyphase Pennsylvania ("Polyphase Nevada"). Polyphase Nevada will be the
surviving corporation in the Merger. Reference is made to your stock option
agreements (the "Agreements"), namely (i) the Stock Option Agreement for Xxxxx
Xxxxx, dated as of July 9, 1993 (the "Xxxxx Agreement"), (ii) the Stock Option
Agreement for Xxxxxxx X. Xxxxxxx, dated as of July 9, 1993 (the "Xxxxxxx
Agreement") and (iii) the Stock Option Agreement for Xxxxxxx X. Xxxx, dated as
of April 5, 1991 (the "Buck Agreement").
It is Polyphase Pennsylvania's and Polyphase Nevada's intention,
notwithstanding the language in each of the Agreements providing that the Merger
will force a termination of the options covered thereby, for Polyphase Nevada to
assume the options covered by the Agreements as if the Merger had never
occurred. In other words, the Merger will not force a termination of the options
covered by the Buck Agreement, the Xxxxx Agreement or the Xxxxxxx Agreement.
If you are agreeable to this proposal, please sign in the appropriate space
below.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President
ACCEPTED AND AGREED TO:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
