Exhibit 10.10
June 2, 2003
Xxxxx Co.
00 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxx, Esq.
General Counsel
Re: Consent to Stock Unit Adjustment
Dear Sir:
I am the sole participant in the Xxxxxx Co. Deferred Stock Plan (the
"Plan"). I understand that Xxxxxx Holding Co. (PA), Inc. ("the Parent Company")
has entered into a Recapitalization and Stock Purchase Agreement dated as of May
7, 2003 by and among the Parent Company, its shareholders and Green Equity
Investors III, L.P. (the "Recapitalization Agreement"), pursuant to which (i)
each outstanding share of Class C Stock of Parent Company will be reclassified
and converted into the right to receive 0.396646 shares of Class R Stock of
Parent Company and the right to retain 0.603354 shares of Post-Recapitalization
Class C Stock of Parent Company as defined in the Recapitalization Agreement,
and (ii) all of the Class R Stock of Parent Company into which the Class C Stock
is converted will be redeemed at a price of $4,929.66 per share.
I further understand that, to take account of the recapitalization and
redemption contemplated by the Recapitalization Agreement, the Board of
Directors of Xxxxxx Co., as administrator of the Plan, has proposed as a
proportionate and equitable adjustment to the Stock Units in my Stock Unit
Account under the Plan, to cancel 518.8130 Stock Units now credited to my Stock
Unit Account and to substitute for such Stock Units a deferred compensation
dollar account at an initial value of $2,557,571.54, representing $4,929.66 for
each Stock Unit cancelled. I agree to the proposed cancellation of Stock Units
and creation of a deferred compensation dollar account as described above, as an
appropriate means of preserving the benefits intended to be provided to me by
the Plan.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx