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EX-10.70 4 c82595exv10w70.htm EXHIBIT 10.70 Exhibit 10.70
Exhibit 10.70
October 15, 2008
Mariner Partners, Inc.
500 Mamaroneck Avenue
4th Floor
Harrison, New York 10528
Re: 409A Correction for Amended and Restated Voting Agreement
Gentlemen:
Reference is made to (a) the Amended and Restated Voting Agreement dated as of October 12, 2005, a copy of which is attached hereto as Exhibit A (the “Amended and Restated Voting Agreement), and (b) the Amended and Restated Voting Agreement dated as of October 15, 2008, a copy of which is attached hereto as Exhibit B (the “2008 Voting Agreement).
Whereas, the undersigned recognize that the Amended and Restated Voting Agreement and the 2008 Amended and Restated Voting Agreement are identical except for their different grant dates for the stock options granted therein, and
Whereas, the undersigned mutually agree that, in order to better establish an exemption from Code Section 409A, it is desirable to execute the 2008 Amended and Restated Voting Agreement as a replacement for the stock option granted pursuant to the Amended and Restated Voting Agreement.
In consideration of the foregoing (which the parties acknowledge to be due and adequate consideration for the terms of this letter agreement), the undersigned hereby agree that, effective immediately upon the execution of this letter agreement by you and the Participating Shareholders (i) the 2008 Amended and Restated Voting Agreement shall become effective and the option contained therein shall become exercisable by you in accordance with its terms, and (ii) the Amended and Restated Voting Agreement will terminate and become null and void, and your right to exercise the option contained therein, whether vested or unvested, shall immediately, irrevocably, and permanently terminate.
This letter agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
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Date: October 15, 2008   PARTICIPATING SHAREHOLDERS    
 
               
ACKNOLWEDGED AND AGREED:   /s/ Mark W. Blackman    
             
        Mark W. Blackman    
        80 Deepwood Road    
MARINER PARTNERS, INC.   Darien, CT 06820    
 
               
        LIONSHEAD INVESTMENTS LLC    
 
               
By:
  /s/ William J. Michaelcheck            
 
 
 
           
 
               
 
      By:   /s/ John N. Blackman, Jr.    
 
               
 
          John N. Blackman, Jr.    
 
               
 
      By:   /s/ Kathleen Blackman    
 
               
 
          Kathleen Blackman    
 
               
        /s/ Robert G. Simses    
             
        Robert G. Simses    
        (as trustee of the Louise Blackman Trusts)