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Exhibit (e)(5)
AMENDMENT NUMBER TWO
TO THE
LANIER WORLDWIDE, INC.
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Lanier Worldwide, Inc., a Delaware corporation ("Lanier"),
previously adopted the Lanier Worldwide, Inc. Employee Stock Purchase Plan (the
"Plan");
WHEREAS, Section 15 of the Plan reserves to Lanier the right to amend the
Plan by action taken jointly by the Chief Executive Officer and Chief Operating
Officer of Lanier; and
WHEREAS, Lanier desires to amend the Plan in certain respects in connection
with the termination of the Plan by the Board of Directors of Lanier as of the
date of that certain Agreement and Plan of Merger, among Lanier, Ricoh Company,
Ltd. and LW Acquisition Corp. (the "Merger Agreement").
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the power of amendment
reserved in Section 15 of the Plan:
1.
Section 3.13 of the Plan is hereby amended, as of the date of adoption of
this Amendment, to read as follows:
3.13 PURCHASE PERIOD means a 6-month period beginning on the first day
of the fiscal year of the seventh month of the fiscal year as specified by
Lanier; provided, however, that Lanier may specify an initial purchase
period of less than 6 months; and provided further that the Purchase Period
that commenced July 1, 2000, shall terminate as of the date of that certain
Agreement and Plan of Merger, among Lanier, Ricoh Company, Ltd. and LW
Acquisition Corp.
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2.
Section 12 of the Plan is hereby amended to eliminate the last sentence of
such Section and accordingly read as follows:
Section 12. TRANSFERABILITY.
Neither the balance credited to a Participant's Account nor any rights
to the exercise of an option or to receive shares of Stock under this Plan
may be assigned, encumbered, alienated, transferred, pledged, or otherwise
disposed of in any way, by a Participant during his or her lifetime or by
any other person during his or her lifetime, and any attempt to do so shall
be without effect; provided, however, that Lanier in its absolute
discretion may treat any such action as an election by a Participant to
withdraw the balance credited to his or her Account in accordance with
Section 8(c).
IN WITNESS WHEREOF, this Amendment Number Two is hereby adopted this 29th
day of November, 2000.
/s/ Wesley E. Cantrell
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Wesley E. Cantrell, Chief Executive Officer
/s/ C. Lance Herrin
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C. Lance Herrin, Chief Operating Officer
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