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EXHIBIT 10.10
FIRST AMENDMENT AND CONFIRMATION REGARDING STOCK PURCHASE AGREEMENT
This amendment ("Amendment") is made and entered into on this 9th day
of October, 2000 by and between Mutual Insurance Corporation of America, a
Michigan Mutual Insurance Corporation ("Buyer"), and Xxxxxxx X. Xxxxxxxxx
("Xxxxxxxxx") in order to amend the stock purchase agreement dated August 31,
1999 entered into by and between Buyer, Xxxxxxxxx and Xxxxxxx X. Xxxxxxx
("Xxxxxxx") a Michigan resident (the "Agreement"). Except as otherwise provided
herein, capitalized terms not expressly defined in this Amendment shall have the
meanings ascribed to them in the Agreement.
RECITALS:
A. Buyer and Xxxxxxxxx entered into the Agreement which provides
for the sale by Xxxxxxxxx and Xxxxxxx and purchase by Buyer of the Shares of
capital stock of Xxxxxxxx-Xxxxxxxxx Management Company, Inc., a Michigan
Corporation.
B. Section 11.11 of the Agreement provides that it may be amended
only by a written agreement executed by the party being charged with the
amendment.
C. Buyer and Xxxxxxxxx desire to amend Section 1.3 of the Agreement
and to confirm actions related to Section 1.3.7 of the agreement.
NOW THEREFORE, Buyer and Xxxxxxxxx agree to amend the Agreement and to confirm
certain matters affecting it as follows:
1. Effective as of the date hereof, Section 1.3.5 of the Agreement
is deleted in its entirety, and Buyer and Xxxxxxxxx shall have no
further rights or obligations under such provisions of the
Agreement.
2. Xxxxxxxxx confirms to Buyer that to the extent a Change in
Control occurs as defined in Section 10.6 of the Agreement due to
the proposed conversion of Buyer into a stock company, the
formation of a parent company to hold all of the Buyer's capital
stock following the conversion and/or the stock offerings to
policyholders and others, he irrevocably waives any right to
accelerate payment of the unpaid Annual Payments as a result of
such Change in Control. Xxxxxxxxx further confirms that he makes
this irrevocable waiver knowingly, willingly, and without any
compulsion by Buyer, and that Buyer is entitled to rely on it for
any purpose it deems necessary.
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3. Xxxxxxxxx and Buyer confirm to one another that his irrevocable
waiver described in subparagraph 2, above, does not constitute a
waiver in connection with any change in the board of directors or
any other Change in Control, or of any other rights either may
have under the Agreement.
4. Except as amended herein, all other terms, covenants and
conditions of the Agreement are hereby ratified and confirmed and
shall remain in full force and effect.
IN WITNESS WHEREOF, Buyer and Xxxxxxxxx have executed this Amendment on
the day and year first above written.
WITNESS: BUYER:
MUTUAL INSURANCE
CORPORATION OF AMERICA, a
Michigan Mutual Insurance Company
/s/Xxxxxx X. Xxxxx BY: /s/Xxxxx Xxxxxx
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ITS: Secretary
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WITNESS: XXXXXXXXX:
/s/Xxxxx X. Xxxxxx /s/Xxxxxxx X. Xxxxxxxxx
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XXXXXXX X. XXXXXXXXX
