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EXHIBIT 10.3.2
FIRST AMENDMENT TO
EMPLOYEE SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYEE SHAREHOLDERS AGREEMENT (this
"Amendment"), is made this 6th day of June, 1997, by and among Statoil Energy,
Inc., a Virginia corporation (the "Corporation"), and the individuals listed on
the signature page hereof who are owners of Common Stock of the Corporation
("Shareholders") and/or holders of options to purchase Common Stock of the
Corporation ("Option Holders").
EXPLANATORY STATEMENT
The Corporation, the Shareholders and the Option Holders are
parties to an Employee Shareholders Agreement dated as of May 31, 1995 (the
"Original Agreement"). The Original Agreement provides for the mandatory sale
by a Shareholder to the Corporation of all shares of Common Stock owned by such
Shareholder when such Shareholder ceases to be employed by the Corporation. The
parties hereto desire to amend the provisions of the Original Agreement to part
continued ownership of such shares of Common Stock in the event a Shareholder
leaves the employment of the Corporation but remains employed by an entity
owned and controlled by the principal stockholder of the Corporation. In
addition, the parties hereto desire to make other amendments to the Original
Agreement as set forth herein. Accordingly, the parties hereto desire to modify
the Original Agreement as set forth herein.
NOW, THEREFORE, in consideration of the matters set forth in
the Explanatory Statement and the mutual covenants, promises and agreements
contained herein, the parties hereto do hereby covenant, promise and agree as
follows:
1 . The provisions of the Explanatory Statement are
incorporated herein by reference. All undefined, capitalized terms contained
herein shall have the meanings set forth in the Original Agreement.
2. The following definition shall be added to Section I of
the Original Agreement:
"Statoil Entity" means an entity in which Statoil owns,
directly or indirectly, equity interests representing at least 50% of all such
equity interests.
3 . The definitions of each of the following terms as set
forth in Section I of the Original Agreement shall be deleted in their entirety
and the following shall be substituted in lieu thereof:
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"Justification", when used with respect to a Holder, means
the resignation of a Holder from employment of au positions
with the Corporation and any Statoil Entity upon (i) a
substantial diminution in responsibilities, position, or
salary, or (ii) the involuntary transfer to an office or
business location, in the case of a Holder then assigned to
the Corporation's or Statoil Entity's headquarters offices,
outside of the relevant metropolitan area, and in the case of
any other Holder, by more than 75 miles from the location of
the Holder's immediately preceding office or work location.
"Termination" means when a Shareholder is no longer employed
by the Corporation or any Statoil Entity.
"Terminated Shareholder, means a Holder who is no longer
employed by the Corporation or any Statoil Entity.
4. The definitions of each of the following terms as set
forth in Section I of the Original Agreement shall be amended as follows:
"Cause" - all references in such definition to the term
"Corporation" shall be deleted and replaced by the term
"Statoil Entity".
"Option Holder" - all references in such definition to the
term "Corporation" shall be deleted and replaced by the term
"Statoil Entity".
"Protected Termination" - all references in such definition
to the term "Corporation" shall be deleted and replaced by
the term "Statoil Entity".
5. Section 2.3 of the Original Agreement is amended by
deleting the phrase "the Corporation" the first time it appears in the third
line of Section 2.3 and substituting in lieu thereof the phrase a Statoil
Entity".
6. Section 14.1 of the Original Agreement is deleted in its
entirety and the following is substituted in lieu thereof:
14.1 The agreement in writing of the Corporation and the
Stockholders Owning at least 80% of the Shares Owned by
Stockholders and governed by the provisions of this
Agreement to terminate this Agreement.
7. Section 17 of the Original Agreement is deleted in its
entirety and the following is substituted in lieu thereof:
17. Integration and Modification. This instrument contains
the entire integrated agreement among the parties and
supersedes all prior oral or written agreements, commitments
or understandings with respect to the matters provided for
herein. This Agreement may be modified or amended only by a
writing executed on behalf of the Corporation and by
Stockholders owning at least 80% of the Shares Owned by
Stockholders and governed by the provisions of this Agreement.
Notwithstanding the provisions of the foregoing sentence no
modification or amendment shall be binding upon any Holder,
absent the written consent of such Holder, which modification
or amendment would adversely affect such Holder's rights as a
Stockholder or Option Holder hereunder in a manner different
than other similarly situated Stockholders or Option Holders.
8. The Amendment may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.
9. In all other respects, the Original Agreement is ratified
and confirmed as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and sealed as of the date first above written.
ATTEST/WITNESS: THE EASTERN GROUP, INC.
By: /s/ DAVID A. DRESNER (SEAL)
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