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EXHIBIT 99.8
AMENDMENT NO. 1 TO
STOCKHOLDER OPTION AGREEMENT
This AMENDMENT NO. 1 (this "Amendment"), effective as of April 9, 2001,
to the Stockholder Option Agreement (the "Option Agreement"), dated January 10,
2001, by and between United Parcel Service, Inc., a Delaware corporation (the
"Holder"), and Xxxxxx Xxxxx, an individual resident of the State of California
(the "Stockholder"), is made and entered into by and between the Holder and the
Stockholder.
WITNESSETH THAT:
WHEREAS, the Xxxxxx Xxxxx 1999 Grantor Retained Annuity Trust, a trust
created under the laws of the State of California (the "GRAT"), must by its
terms pay annuities (the "Annuities") to Stockholder no later than April 15,
2001 and July 15, 2001;
WHEREAS, the GRAT desires to pay the Annuities in shares of Common
Stock (as defined in the Option Agreement);
WHEREAS, the GRAT desires to sell to the Stockholder all shares of
Common Stock held by it and not required for the payment of the Annuities; and
WHEREAS, the Holder and the Stockholder desire to enter into this
Amendment to amend certain terms and conditions of the Option Agreement;
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein and in the Option Agreement, the
parties do hereby agree to amend the Option Agreement as follows:
1. Amendment of Section 14. Section 14 of the Option Agreement is
hereby amended by deleting such Section 14 in its entirety and replacing it with
the following:
"14. Covered Shares. For all purposes of this Agreement, the Shares
shall include (i) any securities for cash or other property issued or exchanged
with respect to such Shares upon any recapitalization, reclassification, merger,
consolidation, spin-off, partial or complete liquidation, dividend in cash or
stock or other property, split-up or combination of the securities of Company,
or any other change in its capital structure, (ii) all Shares of Common Stock
issued to the Stockholder after the date hereof pursuant to the exercise by the
Stockholder of stock options, (iii) all Shares of Common Stock distributed to
the Stockholder by the Xxxxxx Xxxxx 1999 Grantor Retained Annuity Trust, a trust
created under the laws of the State of California (the "Trust"), as payment of
an annuity required to be made by each of April 15, 2001 and July 15, 2001
(collectively, the "Annuities"), and (iv) all Shares of Common Stock acquired by
the Stockholder from the Trust."
2. Headings. The section headings contained in this Amendment are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Amendment.
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3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
conflicts of laws principles thereof.
4. Counterparts. This Amendment may be executed in one or more
counterparts, all of which together shall constitute a single agreement.
5. Effect of Amendment. Except as set forth herein, the Option
Agreement remains in full force and effect and unmodified.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
XXXXXX XXXXX
/s/ Xxxxxx Xxxxx
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UNITED PARCEL SERVICE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Assistant Treasurer
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