Exhibit 10.7
AMENDMENT TO STOCK
RESTRICTION
AND REPURCHASE AGREEMENT
AND STOCK PURCHASE AGREEMENT
This Amendment (the
“Amendment”) is entered into as of the
day of May, 2003, by and between
PERRY JUDD’S HOLDINGS, INC., a Delaware corporation (the
“Corporation”), and Verne F. Schmidt
(“Executive”), and constitutes an amendment to
(i) that certain Stock Restriction and Repurchase Agreement
made as of February 3, 2000, by and between the Corporation
and Executive, as amended on March 27, 2001 and
September 20, 2001 (the “Stock Restriction and
Repurchase Agreement”), and (ii) that certain Stock Purchase
Agreement, dated as of June 1, 2000, by and between the
Corporation and Executive, as amended on March 27, 2001 (the
“Stock Purchase Agreement”). Capitalized terms
used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Stock Restrictive and Repurchase
Agreement.
WHEREAS, Executive owns 5,718 shares
of common stock of the Corporation (the “Purchased
Shares”), of which 2,218 shares are subject to the Stock
Restriction and Repurchase Agreement, and 3,500 shares are subject
to the Stock Purchase Agreement;
WHEREAS, upon a Mandatory Redemption
Event, including retirement from the Corporation after attaining
the age of 62, the Corporation is obligated to purchase, and the
Executive is obligated to sell, the Purchased Shares for Fair
Market Value (the “Mandatory Repurchase”);
WHEREAS, as an inducement to
Executive to forego retirement from the Corporation until at least
December 31, 2005, the Corporation has agreed to enter into
this Amendment of the Stock Restriction and Repurchase Agreement
and the Stock Purchase Agreement;
NOW, THEREFORE, in consideration of
the foregoing and the mutual representations, warranties, covenants
and agreements in this Amendment, the parties hereto, intending to
be legally bound, agree as follows:
1.
Amendment to
Mandatory Repurchase Process . Section C.2 of
the Stock Restriction and Repurchase Agreement and Section E.2
of the Stock Purchase Agreement are each hereby amended and
restated in their entirety as follows:
“ Mandatory Repurchase
Process . Not later than sixty (60) days after the
occurrence of a Mandatory Redemption Event, the Corporation shall
deliver a written notice to each Owner of the Purchased
Shares. The notice shall indicate the Mandatory Repurchase
Price to be paid for the Purchased Shares and the date on which the
repurchase is to be effected, such date to be not more than thirty
(30) days after the date of such notice. The certificates
representing the Purchased Shares shall be delivered to the
Corporation on the closing date specified for the repurchase.
Concurrently with the receipt of such stock certificates, the
Corporation shall pay to the Owner(s) an amount equal to the
Mandatory Repurchase Price pursuant to either of the following
alternative methods of payment determined in the sole discretion of
the Corporation: (a) in cash or
cash equivalents (including the
cancellation of any purchase-money indebtedness) or (b) by a
Promissory Note; provided that, if the Mandatory Repurchase Price
is $25 per share or greater, at least $25 of the total Mandatory
Repurchase Price per share shall be paid for in cash or cash
equivalents.
The Mandatory Repurchase Price
payable by the Corporation with respect to the Purchased Shares
which are to be repurchased from each Owner on a
Mandatory
