[RCG LETTERHEAD]
EXHIBIT 4.2
0000 X. Xxxxxx Xxxx.
Xxxxxxx, Xx. 85018
(000) 000-0000
(000) 000-0000
xxxxxxx@xxxxxxxxx.xxx
July 12, 2000
Xx. Xxxxx X. Xxxxxx
President & COO
AZZ incorporated.
P.O. Box 668
400 North Tarrant
Crowley, TX 76036
In line with our recent discussion and verbal agreement, the original engagement
agreement between Aztec Manufacturing Co. ("AZZ") and RCG Capital Markets Group,
Inc., ("RCG") dated February 7, 2000 shall be amended to reflect the following
changes:
Referencing paragraph (c) of the Financial Relations Compensation Attachment,
the option exercise price shall be adjusted from $10.13 to $16.25 for those
particular vesting elements and related percentages which occur by securing
research and/or media events as described in that attachment. Furthermore, the
option exercise price for the vesting event which occurs upon obtaining a 12.5
P/E ratio, shall be adjusted to become the closing stock price of AZZ common
stock on the 45th day when achievement has been obtained for that vesting
element. All other option elements vested to date shall remain as per the terms
and conditions of the original attachment.
In addition, by execution of this amendment, both parties acknowledge and agree
that the July 7, 2000 termination letter tendered by AZZ is hereby withdrawn by
the Company.
All other terms, provisions and conditions of the original engagement agreement
shall remain in effect and shall continue to govern the on-going consulting
relationship between RCG and AZZ.
Sincerely,
/s/ X. Xxx Xxxxxx
X. Xxx Xxxxxx
President and CEO
Accepted:
AZZ incorporated
Dated:
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