SIXTH AMENDMENT TO STOCK PURCHASE AGREEMENT
This Sixth Amendment to Stock Purchase Agreement (this "Amendment") is
made and entered into this 8th day of November, 2001, by and among Xxxxxxxx
Financial Inc., a Delaware corporation ("Xxxxxxxx") and Xxxxxx X. Xxxxxx.
WHEREAS, Xxxxxxxx and Xxxxxx X. Xxxxxx are parties to that certain
Stock Purchase Agreement dated April 13, 1984, as amended by that certain
Amendment to Stock Purchase Agreement dated January 4, 1985, that certain Second
Amendment to Stock Purchase Agreement dated March 18, 1988, that certain Third
Amendment to Stock Purchase Agreement dated February 5, 1990, that certain
Fourth Amendment to Stock Purchase Agreement dated January 1, 1991, and that
certain Assignment and Assumption Agreement and Fifth Amendment to Stock
Purchase Agreement dated November 19, 1999 (collectively, "Stock Purchase
Agreement");
WHEREAS, the parties desire to amend the Stock Purchase Agreement as
provided herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are herby acknowledged, the parties hereby agree to amend
the Stock Purchase Agreement as follows:
1. Paragraph 11.01 of the Stock Purchase Agreement shall be and
hereby is amended and restated to read in its entirety as follows:
"11.01. The parties hereto have agreed that the present management of
JCC shall continue to operate the business of JCC, including the business of JMC
prior to the merger of JMC into JCC, of providing investment advice and
management services to Janus Fund, as hereinafter provided. Until the close of
business on March 28, 2002, (i) Xxxxxx X. Xxxxxx shall continue to establish and
implement policy with respect to the investment advisory and portfolio
management activity of JCC, (ii) without Xxxxxx X. Xxxxxx'x consent, Xxxxxxxx
shall not cause JCC to implement, or impose on the management of JCC, any
policies, conditions or restrictions regarding the policy referred to in (i)
other than those which were in place at November 15, 1983, and (iii) any changes
in management philosophy, style or approach influencing the management of JCC
with respect to the policy referred to in (i) shall be mutually agreed to by
Xxxxxx X. Xxxxxx and by Xxxxxxxx. In furtherance of this objective and until the
close of business on March 28, 2002, Xxxxxxxx agrees to vote its JCC Shares to
elect directors of JCC, at least a majority of whom shall be selected by Xxxxxx
X. Xxxxxx, subject to Xxxxxxxx'x approval, which approval shall not be
unreasonably withheld. Each of the preceding provisions set forth in this
paragraph is expressly conditioned, however, upon such management and Xxxxxx X.
Xxxxxx continuing to perform their respective duties with reasonable care and in
a manner which is consistent with past practice and not contrary to the best
interests of JCC."
2. Except as expressly amended herein, the Stock Purchase
Agreement shall remain in full force and effect.
3. This Amendment may be executed in two or more counterparts, each
of which shall be considered an original for all purposes, but all of which
shall be construed as a single document. Faxed signatures of this Amendment
shall be binding for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXXXX FINANCIAL INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
