Exhibit O
Form of Letter Agreement
The Xxxxxxx Xxxxx Group, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
September 28, 2008
Ladies and Gentlemen:
I agree with you that until the earlier of (i) October 1, 2011 or (ii)
the date of redemption of all the shares of 10% Cumulative Perpetual Preferred
Stock, Series G, of The Xxxxxxx Sachs Group, Inc. (the "Company"), whether or
not I am employed by the Company or its subsidiaries, as follows:
1. I will continue to satisfy, at the 75% level, the Special Transfer
Restrictions (as defined in the Amended and Restated Shareholders'
Agreement among the Company and the other parties thereto, including
me (the "Shareholders Agreement")).
2. In addition, I agree that partnerships, trusts, limited liability
companies or other vehicles established in connection with my estate
planning, my spouse and I will not sell or otherwise dispose of, in
the aggregate, more than 10% of the number of shares of Common Stock
that they and I beneficially own, directly or indirectly, in the
aggregate, today.
3. Notwithstanding the foregoing, I may give securities to any public
charity or to foundations established by me or my family, and those
charities and foundations may sell or otherwise dispose of securities
they own today or in the future. The number of shares of Common Stock
that I may sell or otherwise dispose of under paragraph 2 will not
change in the event of any such gift.
4. My obligations under this letter will not apply (i) to the extent a
disposition of these securities is required by law, including, without
limitation, in connection with government service, in which case such
disposed securities will be treated as having not been beneficially
owned at any time, (ii) if there is a change in control of the
Company, or (iii) upon my death or permanent disability.
Very truly yours
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Accepted and Agreed:
THE XXXXXXX XXXXX GROUP, INC.
By:
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Name:
Title:
