EXHIBIT 10.2
AMENDMENT TO
STOCK BUYBACK AND
SECONDARY OFFERING AGREEMENT
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AMENDMENT dated June 9, 1997 to AGREEMENT dated April 24, 1997, among ShopKo
Stores, Inc., a Minnesota corporation ("SK"), SUPERVALU INC., a Delaware
Corporation ("SV"), and Supermarket Operators of America, Inc., a Delaware
corporation and wholly-owned subsidiary of SV ("SOA").
The parties hereby agree that existing Section 3.B. of the Agreement is
deleted, existing Section 3.C. is renumbered Section 3.B. and the reference in
existing Section 3.C. to "this Section 3.C." is amended to read "this Section
3.B."
This Amendment shall be effective upon the receipt by SK of signed
Resignations in the forms attached as Attachments I and II.
IN WITNESS WHEREOF, this Amendment to the Agreement has been signed on
behalf of each of the parties as of the date first above written by its duly
authorized officer.
ShopKo Stores, Inc.
By: /s/ XXXX X. XXXXXX
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SUPERVALU INC.
By: /s/ XXXXXXX X. XXXXXX
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Supermarket Operators of America, Inc.
By: /s/ XXXXXXX X. XXXXXX
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ATTACHMENT I
RESIGNATION
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I, Xxxxxxx Xxxxxx, hereby submit my resignation from the Board of Directors
of ShopKo Stores, Inc. ("SK"), effective upon the earlier of (i) the date of a
notification to me that the Board of Directors of SK has recruited a substitute
director to succeed me and (ii) October 1, 1997; provided, however, that such
resignation shall be without force or effect unless on or prior to the earlier
of such dates there shall have occurred the Closing (as defined in the Stock
Buyback and Secondary Offering Agreement dated April 24, 1997 among SK,
SUPERVALU INC. and Supermarket Operators of America, Inc.). I also hereby
submit my resignation as Chairman of the Board of SK, effective upon said
Closing.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Date of Execution: June 9, 1997
ATTACHMENT II
RESIGNATION
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I, Xxxxxxx Xxxxxx, hereby submit my resignation from the Board of
Directors of ShopKo Stores, Inc. ("SK"), effective upon the earlier of (i) the
date of a notification to me that the Board of Directors of SK has recruited a
substitute director to succeed me and (ii) October 1, 1997; provided, however,
that such resignation shall be without force or effect unless on or prior to the
earlier of such dates there shall have occurred the Closing (as defined in the
Stock Buyback and Secondary Offering Agreement dated April 24, 1997 among SK,
SUPERVALU INC. and Supermarket Operators of America, Inc.).
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Date of Execution: June 9, 1997