AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 245,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a prepayment of the Note (with such
prepayment being applied first to accrued interest and
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
then to principal) with any remainder being paid to the Purchaser. For
purposes hereof, "Closing Price" shall mean the closing price for the
Common Stock officially reported on any date by the principal national
securities exchange on which the Common Stock is listed or admitted to
trading, or, if such Common Stock is not listed or admitted to trading
on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through
NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common stock is not reported on NASDAQ, as
determined in good faith by resolution of the Board of Directors of the
Company (whose determination shall be conclusive) based on the best
information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Xxx X. Xxxxxxx
Purchaser: Xxx X. Xxxxxxx
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx Purchaser's Address:
Title: President & COO
c/o 00 Xxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 10,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Xxx Xxxxx
Purchaser: Xxx Xxxxx
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx Purchaser's Address:
Title: Chairman & CEO
0 Xxxx Xxxxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 25,000
Shares of Common Stock ("Option Shares"). Upon exercise
of any part of or the entire Option and the subsequent sale of the
underlying Shares of Common Stock, Purchaser hereby agrees to prepay a
part of the principal of and interest on the Note, in an amount equal
to the net proceeds of such sale, (with such prepayment being
applied first to accrued interest on the Note and then to principal).
For purposes hereof, "net proceeds" shall be the sale price of the
underlying Shares of Common Stock minus the exercise price of the
Option actually paid for such shares of Common Stock and any applicable
taxes payable by Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Xxxx X. Xxxxx
Purchaser: Xxxx X. Xxxxx
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx Purchaser's Address:
Title: Chairman & CEO
00 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 100,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Xxxxx Xxxxxx
Purchaser: Xxxxx Xxxxxx
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx Purchaser's Address:
Title: Chairman & CEO
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of May 7, 1996, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 27,500
shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Xxxxx Xxxx
Purchaser: Xxxxx Xxxx
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx Purchaser's Address:
Title:Chairman & CEO
c/o Concord Camera Corp.
00 Xxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of May 7, 1996, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 27,500
shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
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AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Xxxxxxxx Xxxxx
Purchaser: Xxxxxxxx Xxxxx
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx Purchaser's Address:
Title: Chairman & CEO
c/o Concord Camera Corp.
00 Xxxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 7,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Art Zawodny
Purchaser: Art Zawodny
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx Purchaser's Address:
Title: Chairman & CEO
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
F:\GROUP\XXXXX\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
