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EXHIBIT 10.14
FIRST AMENDMENT TO RESTATED AND AMENDED
SHAREHOLDERS AGREEMENT
First Amendment made as of November 16, 1999, by and among Xxxxxxxxxx Xxxxxxx
Partners, Inc., (originally known as FPC Consulting Corp.), with offices at
000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Corporation"),
Financial Performance Corporation, with offices at 000 Xxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("FPC"), Xxxxx Xxxxxxxxxx, residing at
____________________________ ("Xxxxx"), and Xxxxxxx Xxxxxxx, residing at
_______________________________ ("Hillary").
W I T N E S S E T H:
Whereas, the parties hereto entered into Restated and Amended Shareholders
Agreement dated as of October 1, 1998 (the "Shareholders Agreement"), a copy
of which is annexed hereto, and
Whereas, the parties hereto desire to amend the Shareholders Agreement, as
herein set forth.
Now, therefore, in consideration of the premises, the mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Effective as of the date hereof, Section 7 of the Shareholders Agreement is
hereby amended and restated in its entirety to read as follows:
"7. Purchase of Stock by MKP in Event of Termination
of Employment of Individual Shareholder.
If either of the Individual Shareholders terminates her employment with MKP
or if MKP terminates the employment of either of the Individual Shareholders
for any reason pursuant to the terms of the Restated and Amended Managing
Director's Agreement with such Individual Shareholder dated as of November
15, 1999, as amended, or any successor or substitute agreement (hereinafter,
the "Employment Agreement"), or upon the expiration of the Employment
Agreement without extension or renewal thereof, then the following provisions
shall apply:
7.1 Each of the Individual Shareholders shall have the right to
require MKP to purchase from such Individual Shareholder all (but not less
than all) of the Stock then owned by such Individual Shareholder. Each
Individual Shareholder shall exercise her right hereunder by giving MKP
written notice of exercise at any time during the sixty (60) day period
commencing on the date of termination of employment of such Individual
Shareholder. The aggregate purchase price to be paid by MKP shall be the
Cash Value (hereinafter defined) of the Stock then owned by the Individual
Shareholder; provided however, that if MKP terminates the Employment
Agreement of such Individual Shareholder for "cause", as such term is defined
in the Employment Agreement, then the aggregate purchase price to be paid by
MKP shall be an amount equal to fifty (50%) percent of the Cash Value of such
Stock. The purchase price for the Stock of each Individual Shareholder shall
be payable in full and in cash (in U.S. dollars) at the offices of MKP (or
such other office as the Individual Shareholders may designate) at a date and
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time (during ordinary business hours) fixed by the Individual Shareholders
not later than ten (10) calendar days after the date on which the Individual
Shareholders shall have given their notice of exercise to MKP.
7.2. If either of the Individual Shareholders does not exercise her
right to require MKP to purchase such Individual Shareholder's Stock pursuant
to the provisions of Section 7.1 above, then in such event MKP shall have the
right, but not the obligation, to purchase from such Individual Shareholder
all (but not less than all) of the Stock then owned by such Individual
Shareholder. MKP shall exercise its right hereunder by giving such
Individual Shareholder written notice of exercise at any time after the
60-Day Period (as hereinafter defined) commencing on the expiration of the
sixty (60) day period such Individual Shareholder shall have to notify MKP to
purchase such Individual Shareholder's Stock (the "60-Day Period") pursuant
to the provisions of Section 7.1 above. The aggregate purchase price to be
paid by MKP for such Individual Shareholder's Stock shall be the Agreed Value
(hereinafter defined) of such Stock; provided, however, that if MKP
terminates the Employment Agreement of such Individual Shareholder for
"cause", as such term is defined in the Employment Agreement, then the
aggregate purchase price to be paid by MKP for such Individual Shareholder's
Stock shall be an amount equal to fifty (50%) percent of the Agreed Value of
such Stock. The purchase price shall be payable in full and in cash (in U.S.
dollars) at the offices of MKP (or such other office as the Individual
Shareholders shall designate) at a date and time (during ordinary business
hours) fixed by the Individual Shareholder not later than ten (10) calendar
days after the date on which MKP shall have given its notice of exercise to
an Individual Shareholder."
2. Any capitalized term not specifically defined herein shall have
the meaning ascribed to such term in the Shareholders Agreement.
3. Except as amended in this agreement, all of the terms and
provisions of the Shareholders Agreement shall remain unmodified and in full
force and effect.
4. The covenants, agreements, terms, provisions and conditions
contained in this agreement shall bind and inure to the benefit of the
parties hereto and their respective heirs, successor, legal representatives
and permitted assigns, if any.
5. This agreement may not be modified orally, but only by an
agreement in writing signed by the party against whom enforcement or any
waiver, change, modification or discharge is sought.
6. This agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same agreement.
7. In the event of any inconsistency between the terms and
provisions of this agreement and the terms and provisions of the Shareholders
Agreement, the terms and provisions of this agreement shall govern and be
binding.
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In Witness whereof, the parties hereto have executed this agreement as of the
day and year first above written.
Xxxxxxxxxx Xxxxxxx Partners Inc.
By:
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Xxxxxxx Xxxxxxx, Managing Director
By:
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Xxxxx Xxxxxxxxxx, Managing Director
Financial Performance Corporation
By:
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Xxxxxxx X. Xxxxxx, President
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Xxxxxxx Xxxxxxx, Individually
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Xxxxx Xxxxxxxxxx, Individually
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