RULE 10b5-1 AMENDED SALES PLAN AGREEMENT
Exhibit
1
RULE
10b5-1 AMENDED SALES PLAN AGREEMENT
This
Amended Sales Plan (the “Amended Sales Plan”) is entered into on this 27th day
of December, 2006 (the “Adoption Date”) by and between Seymour and Xxxxxx
Xxxxxxxx (collectively the “Seller”) and Deutsche Bank Securities Inc.
(hereinafter referred to as “DB Alex. Xxxxx” or alternatively, the “Broker”),
acting as agent for the Seller. This Amended Sales Plan shall supplement the
Sales Plan entered into on the 17th
day of
April, 2006 (the “Original Sales Plan”).
Section
2.1 of the Original Sales Plan shall be stricken and replaced with the following
language:
2.1 |
Appointment;
total sales Amount. Subject to the terms and conditions hereof, the
Seller
hereby Appoints Broker and the Broker hereby accepts such appointment,
to
sell 900,000 shares of Stock beginning on December 27, 2006 at a
price not
to be below $13.50 per share. The 900,000 shares to be sold does
not
include any of the Shares sold under the Original Sales Plan.
|
Section
2.3(a) of the Original Sales Plan shall be stricken and replaced with the
following language:
(a) |
During
the Sales Period, Broker shall sell the number of shares of the Stock
held
by the Seller for the account of the Seller as set forth on Schedule
A
(the “Sale Amount”)
|
Section
2.6 of the Original Sales Plan shall be stricken and replaced with the following
language:
2.6 |
Best
Execution. Broker agrees to sell Stock under this Amended Sales Plan
pursuant to ordinary principles of best execution. Notwithstanding
the
foregoing, Seller acknowledges that Broker may not be able to sell
the
entire amount that is instructed to sell hereunder and that this
Amended
Sales Plan does not constitute a guarantee or other assurance of
any kind
that sales of Stock will be made at any particular price on any particular
day. Additionally, Seller hereby acknowledges that although there
is a
minimum sales price under Exhibit “A”, that Broker has discretion to use
its best execution judgment and seek higher prices than the Net Limit
Price set forth on Exhibit A.
|
Section
3.1(c) of the Original Sales Plan shall be stricken and replaced with the
following language:
(c) The
Forms
144 will include in the Remarks section substantially the Following: “The shares
covered by this Form 144 are being sold pursuant to a Rule 10b5-1 Amended Sales
Plan dated December 27th,
2006,
which is intended to comply with Rule 10b5-1.”
Section
3.2(b) of the Original Sales Plan shall be stricken and replaced with the
following language:
(b) |
The
Forms 4 will include in the Remarks section substantially the Following:
“The shares covered by this Form 4 have been sold pursuant to a Rule
10b5-1 Amended Sales Plan dated December 27th,
2006, which is intended to comply with Rule
10b5-1.”
|
Section
4.6 of the Original Sales plan shall be stricken and replaced with the following
language:
4.6 |
Submission
to the Company. Seller has delivered a copy of the Original Sales
Plan and
this Amended Sales Plan to the Company. Seller hereby consents to
any
filings made by the Company setting forth or otherwise making publicly
available the provisions of this Amended Sales Plan. The Company
consents
to any public disclosure by the Seller of the Provisions of the Original
Sales Plan and this Amended Sales
Plan.
|
This
Instruction shall not be effective until DB Alex. Xxxxx confirms its acceptance
in writing by signing below.
Adopted
by Seller:
Acknowledged
by the Company:
(company
name)
By: ______________________
Xxxxxxx
Xxxxxxxx (authorized
signatory)
(title)
________________________
Xxxxxx
Xxxxxxxx
Accepted
by DB Alex. Xxxxx:
________________________
(branch
manager)