Amendment to Management Stockholders Agreements. The first sentence of Section 2(a) of the Managements Stockholders Agreements is hereby amended and restated in its entirety to read as follows: “The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, Rollover Stock and, at the time of exercise, Common Stock issuable upon exercise of Options (“Option Stock”; together with all Purchased Stock, Rollover Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”; provided that the term “Stock” shall not include any shares of Common Stock purchased on or after the date of consummation of a Qualified Public Offering (i) in the open market, (ii) through a directed share program or (iii) through a direct stock purchase plan for the benefit of the Company’s employees and/or the public that is administered by a third party administrator), except as provided in this Section 2(a) below and Section 3 hereof.”
Amendment to Management Stockholders Agreements. (a) The first sentence of Section 9(a) of the Management Stockholders Agreements is hereby amended by inserting the words “, to any Management Stockholder who holds Banked Shares” immediately after the phrase “The Parties agree to be bound, with respect to Senior Management Stockholders” in the first sentence thereof.
