EXHIBIT 10.1
AMENDMENT NO. 2 TO STOCKHOLDERS' AGREEMENT
Amendment No. 2 dated as of April 15, 1998 to the
Stockholders' Agreement dated as of March 12, 1993, as amended
October 29, 1997 (the "Stockholders' Agreement"), among Norton
Xxxxxxxxx, The G/N Xxxxxxxxx Trust, Xxxxx X. Failing, Jr., The
Failing Trust, and Xxxxxxxxx X. Failing.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Stockholders'
Agreement, whereunder they have agreed to certain rights and
restrictions with respect to the common stock, $.01 par value, of
Electronic Retailing Systems International, Inc., a Delaware
corporation (the "Company"), held thereby, as well as certain other
obligations with respect to the Company; and
WHEREAS, the parties hereto desire to modify certain terms of
the Stockholders' Agreement in accordance with this Amendment No.
2;
NOW, THEREFORE, in consideration of the mutual premises and
agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. Paragraph 5 of the Stockholders' Agreement is hereby amended
so that it provides as follows:
5. Board of Directors. As stockholders of the
Company, Xxxxxxxxx and Failing will vote all of
their shares of Common Stock, and/or use their best
efforts to cause their Related Transferees to vote,
at all times during the term of this Agreement to
provide that there will be not more than 7
directors of the Company and will vote for the
election as directors of 6 persons (or such lesser
number equivalent to the then current number of
directors) designated by Xxxxxxxxx and Failing, in
proportion to the respective holdings of shares of
Xxxxxxxxx and his Related Transferees and Failing
and his Related Transferees, and this division of
directors will be maintained in the case of
directors' vacancies, deaths, disabilities or other
events. Either Xxxxxxxxx or Failing may designate
himself as one of the directors.
2. Except as set forth or amended herein, the Stockholders'
Agreement shall remain in full force and effect, without
waiver of or abridgment of any rights of any party, and
continue to bind the parties hereto.
3. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 2 as of the date first above written.
XXXXXXXXX LIMITED PARTNERSHIP I
By: G.F. Management Corp.
s/Norton Xxxxxxxxx By s/Norton Xxxxxxxxx
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Norton Xxxxxxxxx
THE G/N XXXXXXXXX TRUST XXXXXXXXX LIMITED PARTNERSHIP II
By: G.F. Management Corp.
By s/Norton Xxxxxxxxx By s/Norton Xxxxxxxxx
------------------------- -----------------------------
Norton Xxxxxxxxx, Trustee
s/Xxxxx X. Failing, Jr.
---------------------------
Xxxxx X. Failing, Jr.
THE FAILING TRUST
By s/Xxxxx X. Failing
-------------------------
Xxxxx X. Failing
By s/Xxxxxxxxx X. Failing
-------------------------
Xxxxxxxxx X. Failing
s/Xxxxxxxxx X. Failing
---------------------------
Xxxxxxxxx X. Failing
