Exhibit 10.3.1
FIRST AMENDMENT
TO AMENDED AND RESTATED STOCK TRANSFER AGREEMENT
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THIS FIRST AMENDMENT ("Amendment") to Amended and Restated Stock Transfer
Agreement is made and delivered as of the 30th day of June, 1998 by and among
Numatics, Incorporated, a Michigan corporation formerly known as Numatics
Acquisition Corporation (the "Company"), JOHN H. WELKER, individually and as
trustee of the John H. Welker Trust Agreement dated December 28, 1995, DAVID K.
DODDS, DONALD E. McGEACHY, HENRY FLEISCHER, individually and as trustee of the
Henry Fleischer Trust Under Agreement Dated March 10, 1993, ROBERT P. ROBESON,
JOHN E. ACUFF, BRUCE W. HOPPE, and DAVID KING (the foregoing, excluding the
Company, the "Shareholders").
W I T N E S S E T H:
WHEREAS, the Shareholders and the Company did execute and deliver a certain
Amended and Restated Stock Transfer Agreement dated December 28, 1995 ("Original
Agreement"); and
WHEREAS, the parties hereto desire to amend the Original Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions herein contained, the parties hereto agree as follows:
1. All capitalized terms unless otherwise defined herein or unless the
context clearly requires otherwise are as defined in the Original Agreement.
2. The phrase "mandatory or" is hereby deleted in Section 2.2(a) of the
Original Agreement and the phrase "Mandatory Redemption and" contained in the
caption to Section 2.3 is hereby deleted.
3. The phrase beginning with the words "the Company shall, subject to
Section 2.3(b) hereof, purchase and redeem" and ending with the words
"Securities being redeemed by the Company." shall be deleted and shall be
replaced with the following phrase:
"the Company shall have the right, but not the obligation, to purchase and
redeem from such Management Shareholder all or any portion of the
Securities then owned by such Management Shareholder, and, if such right
shall be exercised by the Company as provided herein, such Management
Shareholder shall sell such Securities to the Company for a redemption
price equal to the Value Per Share of such Securities times the number of
Securities being redeemed by the Company. Notwithstanding the foregoing,
the Company may not purchase and redeem less than all the Securities owned
by Welker (including therein Welker as trustee of the John H. Welker
Trust Agreement dated December 28, 1995 and any successor trustee of Welker
in such capacity)."
4. The period at the end of the last sentence contained in Section 2.3(a)
which begins with the words "The closing of the purchase and redemption" and
ending with the words "(iv) or (v) above" shall be deleted and shall be replaced
with the following:
"if the Company exercises the foregoing option."
5. The phrase contained in Section 2.3(b) at the beginning thereof which
begins with the words "If, but only if, the Company" and ends with the words "as
the case may be, and" is hereby deleted and replaced with the following:
"If, but only if, the Company does not exercise its option as set forth
above in this Section 2.3 to buy all the Securities of an affected
Shareholder other than Welker, then"
6. The phrase contained in the last paragraph of Section 2.3 (b) which
reads as follows: "is unable to purchase and redeem all or a part of the
Securities" is hereby deleted and replaced by the following "does not exercise
its option to purchase and redeem all of the Securities as set forth above in
this Section 2.3" and the phrase "Section 2.3(e)" in said paragraph shall be
amended to "Section 2.3(d)".
7. Section 2.3(d) shall be deleted and shall be replaced by the following:
"(d) The Company shall give written notice to the affected Management
Shareholder and the Management Shareholders of the election to exercise its
rights under Section 2.3(a) above within thirty (30) days after the Chief
Executive Officer or the Chief Financial Officer of the Company obtains
actual knowledge of the occurrence of any of the events described in clause
(i), (ii), (iii), (iv), or (v) of Section 2.3(a) above or shall give its
written notice that it is not exercising its rights under Section 2.3(b)
above within the same thirty (30) day period. The closing of the redemption
shall occur as promptly as practicable under the circumstances."
8. This Amendment shall be construed in accordance with the internal laws
of the State of Michigan.
9. Except as expressly amended hereby, each party hereto affirms and
ratifies the Original Agreement.
10. This Amendment may be signed in any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
amendment.
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11. This Amendment shall be effected and the Original Agreement amended as
set forth herein upon this Amendment being executed by the Company and by the
Required Shareholders in accordance with Section 6.4 of the Original Agreement.
12. An executed counterpart of this Amendment shall be put and remain on
file during the term hereof at the principal executive office of the Company.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the 30th day of June, 1998.
Numatics, Incorporated, a
Michigan corporation
By ________________________________
John H. Welker
Its: President
___________________________________
John H. Welker, individually and
and as trustee of the John H.
Welker Trust Agreement dated
December 28, 1995
___________________________________
David K. Dodds
___________________________________
Donald E. McGeachy
___________________________________
Henry Fleischer, individually
and as trustee of the Henry
Fleischer Trust Under Agreement
dated March 10, 1993
___________________________________
Robert P. Robeson
___________________________________
John E. Acuff
___________________________________
Bruce W. Hoppe
___________________________________
David King
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