AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT, dated as of August 23, 1997, by and
between LaCrosse Footwear, Inc., a Wisconsin corporation ("LaCrosse"),
Rainfair, Inc., a Wisconsin corporation formerly known as Rainco, Inc.
("Company"), and Xxxxx X. Xxxxxxx, an individual resident of Wisconsin
("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxx currently owns 1,250 shares of the Company's
Class B Common Stock;
WHEREAS, LaCrosse, the Company and Xxxxxxx are parties to that
certain Shareholders' Agreement, dated as of May 31, 1996 ("Shareholders'
Agreement");
WHEREAS, the Company and Xxxxxxx Holding Company are parties to
that certain Sublease, dated as of May 31, 1996, as amended ("Sublease").
WHEREAS, LaCrosse, the Company and Xxxxxxx are parties to that
certain Employment Agreement, dated as of May 31, 1996 ("Employment
Agreement");
WHEREAS, pursuant to such Employment Agreement, the Company has
granted stock options to Xxxxxxx pursuant to separate Stock Option
Agreements, dated as of May 31, 1996, and May 31, 1997, respectively
(individually a "Stock Option Agreement" and collectively the "Stock
Option Agreements");
WHEREAS, the Shareholders' Agreement, the Employment Agreement,
the Sublease and the Stock Option Agreements are individually referred to
herein as a "Prior Agreement" and collectively as the "Prior Agreements";
and
WHEREAS, any capitalized term used in this Amendment Agreement
without definition shall have the meaning given it in the Shareholders'
Agreement or such other Prior Agreement.
NOW, THEREFORE, in consideration of the mutual promises set
forth herein, the parties, intending to be legally bound, hereby agree as
follows:
1. Exercise of Option; Shareholders' Agreement.
The parties agree that LaCrosse is entitled to exercise
immediately and does hereby exercise the Option to purchase the 1,250
shares ("Shares") of Class B Common Stock held by Xxxxxxx for an aggregate
cash purchase price of Two Million Three Hundred Sixty-Four Thousand Five
Hundred Sixty-Seven Dollars ($2,364,567) ("Purchase Price"). The Closing
for the sale and purchase of the Shares pursuant to the exercise of the
Option shall take place on December 1, 1997 ("Closing Date"), in
accordance with the procedures outlined in Section 5(f) of the
Shareholders' Agreement except that the Purchase Price shall be paid by
wire transfer to an account designated by Xxxxxxx in writing. At the time
of the Closing, the Shareholders' Agreement shall terminate and no longer
be effective for any purpose.
2. Resignations of Directors.
Concurrently with the Closing, Xxxxxxx and Xxxxxxxxx Xxxxxxxxx
shall resign as directors of the Company.
3. Prior Agreements Continue in Full Force and Effect.
Except as expressly provided herein, all of the Prior Agreements
(other than the Shareholders' Agreement which is dealt with as provided in
Paragraph 1 above) shall continue in full force and effect. Without
limiting the generality of the foregoing, the Employment Agreement, the
Sublease and the Stock Option Agreements shall continue in full force and
effect.
4. Release.
Each of the parties hereto, on his/its behalf and on behalf of
his/its respective heirs, successors, assigns, personal representatives
and agents (individually a "Releasing Party" and collectively "Releasing
Parties"), does hereby:
a. Absolutely and unconditionally release, remise and forever
discharge the other parties hereto, each of its subsidiaries, and
each of their respective heirs, personal representatives,
shareholders, directors, officers, agents, representatives,
successors and assigns (individually a "Released Party" and
collectively the "Released Parties"), from and against any and all
claims, demands, rights and liabilities of any nature and kind
whatsoever which any Releasing Party may have as of the date hereof
against any Released Party related to the performance, non-
performance or termination of the Shareholders' Agreement. All
claims, demands, rights and liabilities which a Releasing Party has
against any Released Party, whether known or unknown, foreseen or
unforeseen, absolute or contingent, are hereby extinguished.
b. Covenant and agree not to xxx, institute any action or
proceeding whatsoever (legal, equitable or otherwise) against, or
threaten to xxx or to institute any action or proceeding against, any
Released Party with respect to any claim, demand, right or liability
released in Paragraph 4(a) above.
5. Indemnification.
Each of Xxxxxxx, on the one hand, and each of LaCrosse and the
Company, on the other hand, covenants and agrees to hold the other and
each Released Party harmless from and against any loss, cost, damage or
expense (including, without limitation, reasonable attorneys' fees) in
connection with any breach of this Amendment Agreement.
6. Miscellaneous.
Except for the Prior Agreements, this instrument embodies the
entire agreement between the parties hereto with respect to the subject
matter of this Amendment Agreement, and there have been and are no
agreements, representations or warranties between the parties hereto other
than those set forth or provided for herein. This Amendment Agreement may
not be amended, modified or supplemented other than in a writing signed by
all parties hereto. This Amendment Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument. The
headings in the Amendment Agreement are inserted for convenience only and
shall not constitute a part of this Amendment Agreement. The parties
agree that if any provision of this Amendment Agreement shall under any
circumstances be deemed invalid or inoperative, this Amendment Agreement
shall be construed with the invalid or inoperative provision deleted, and
the rights and obligations of the parties shall be construed and enforced
accordingly. This Amendment Agreement shall be governed by and construed
in accordance with the internal law of the State of Wisconsin.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be duly executed as of the day and year first above
written.
/s/ Xxxxx X. Xxxxxxx (SEAL)
Xxxxx X. Xxxxxxx
LaCROSSE FOOTWEAR, INC. ("LaCrosse")
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
RAINFAIR, INC. (the "Company")
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, President
