Exhibit 99.3
SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT ("Supplemental Agreement"), is made and entered into
as of the 26th day of March 1998 by and among Xxxx Computer Corporation (the
"Company"), Xxxxx X. Xxxxxxx and Xxxxxxxxxx X. Xxxxxxx ("the Xxxxxxxx").
Whereas the Bergmans are owners of 50,000 shares of the Company's common stock,
which they acquired pursuant to the Stock Acquisition, Stock Option, Settlement
and Reciprocal Release Agreement (the "Agreement"), dated September 12, 1997;
Whereas the Bergmans are holders of a Xxxx Computer Corporation Common Stock
Option dated September 12, 1997, under which the Company has granted the
Bergmans the option to purchase up to 25,000 shares of the Company's common
stock at an exercise price of $6.125 per share (the "Option");
Whereas the stock is not yet registered, and the Bergmans desire, at this time,
to Put both the Stock and the Options back to the Company at the price as
defined in the Agreement;
NOW THEREFORE, for good and valuable consideration, the parties agree as
follows:
(1) The Company agrees to pay the Bergmans a sum of $533,250.00 by wire transfer
to be paid on or before March 30, 1998, in payment for the Stock and Options now
held by the Bergmans. And, the Bergmans agree to surrender the Stock Certificate
and Options Agreement within seven days after receiving payment for same.
(2) The Company hereby grants the Bergmans a full and unconditional release for
any and all of the Bergmans actions relating to Glacier LLC, and the Company
releases and covenants not to xxx the Xxxxxxxx, for any claim, liability,
action, or debt relating to the Bergmans' ownership, transfer, or other dealings
in Governance of Financial Units in Glacier LLC.
The backup calculations regarding the payment are as follows:
(A) Stock: 50,000 shares x $9.15 per share (average price last 30 days) -
$457,500.00
(B) Options on 25,000 shares at $6.125/share: Average Price - $9.15 $9.15 minus
$6.125 - $3.03 $3.03 x 25,000 - $75,750.00
Therefore amount due for both is $457,500.00 plus $75,750.00 - $533,250.00. - To
be wired to: Mellon Bank, Pittsburgh, PA; ABA#000000000; Xxxxxxx Xxxxx
a/c#101-1730 for further credit to 795-69145.
All other terms and conditions of the September 12, 1997 Agreement remain
unchanged and in force.
In witness whereof, the parties hereto have executed this Supplemental Agreement
as of March 26, 1998.
Xxxx Computer Corporation /s/ Xxxxxxxxxx X. Xxxxxxx
by Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxxx /s/ Xxxxx X. Xxxxxxx her atty in fact
------------------- --------------------- --------------------------
By: Xxxx Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxx X. Xxxxxxx
Executive Vice President By: Xxxxx X. Xxxxxxx
her attorney-in-fact
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