PANAGRA INTERNATIONAL CORPORATION
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
June 1, 2001
Xxxxxx X.X. Xxx
PanAgra International Corporation
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Amendment to Stock Purchase Agreements
Dear Xx. Xxx:
This Letter Agreement (the "Agreement") will confirm our understanding
that the option vesting schedule of your incentive stock option agreement, dated
April 5, 2001 and your nonqualified option agreement, dated April 5, 2001 with
the Company (collectively referred to as the "Option Agreements") shall be
amended as follows:
20% of the shares underlying the option vest on the first day of the
sixth month following April 5, 2001 (the "Execution Date"), an
additional 20% of the shares underlying the option shall vest on the
first anniversary after the Execution Date and 2.50% of the shares
underlying the option shall vest on the first day of each month
following the first anniversary of the Execution Date.
Except as modified by this Agreement, all of the other terms of the
Option Agreements shall remain in full force and effect. This Agreement shall be
governed by and construed according to the laws of the State of New York without
regard to the conflicts of law principles thereof. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and enforceable against the parties actually executing such
counterpart, and all of which, when taken together, shall constitute one
instrument. To the extent amended by this Agreement, this Agreement supersedes
the Option Agreements. Facsimile execution and delivery of this Agreement is
legal, valid and binding execution and delivery for all purposes.
If the above meets with your understanding, please acknowledge your
agreement by signing below. This Agreement is deemed to be executed by the
parties hereto as of the date first above written.
Very truly yours,
PANAGRA INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. X. Xxx
----------------------
Name: Xxxxxx X.X. Xxx
Title: President
ACCEPTED AND AGREED TO
AS OF THE DATE OF THIS LETTER
AGREEMENT AS FIRST SET FORTH ABOVE
/s/ Xxxxxx X. X. Xxx
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Xxxxxx X.X. Xxx
