EXHIBIT 10.1 (e)
AMENDMENT NO. 5 TO STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 5 (this "Amendment"), effective as of April 5, 2002,
to that certain STOCKHOLDERS' AGREEMENT (the "Stockholders' Agreement"), dated
November 22, 1995, as amended by that Amendment No. 1, effective September 11,
1996, and as amended by that Amendment No. 2, effective as of December 10, 1996,
and as amended by that Amendment No. 3, effective as of February 4, 1997, and as
amended by that Amendment No. 4, effective as of June 30, 2000, by and among
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, LAL
Family Partners L.P., Lauder & Sons L.P., the Xxxxxx X. Xxxxxx Foundation, Xxxx
X. Xxxxxx as Custodian under the New York Uniform Transfers to Minors Act f/b/o
Xxxxxx Xxxxxx, Xxxx X. Xxxxxx as Custodian under the New York Uniform Transfers
to Minors Act f/b/o Xxxxxxxx Xxxxxx and the trustees of the various trusts set
forth on the signature pages hereof (hereinafter collectively referred to as the
"Stockholders"), and THE XXXXX XXXXXX COMPANIES INC., a corporation organized
under the laws of the State of Delaware (the "Corporation"). Capitalized terms
defined in the Stockholders' Agreement and not otherwise defined herein being
used herein as therein defined.
W I T N E S S E T H :
WHEREAS, the Stockholders and the Corporation desire to amend the
Stockholders' Agreement to delete certain Stockholders as parties thereto.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
Article 1. AMENDMENT. The Stockholders' Agreement is hereby
amended to delete The Xxxxx Xxxxxx 1994 Trust and the trustees thereof, solely
in their capacities as trustees of such trust, as parties to the Stockholders'
Agreement.
Article 2. MISCELLANEOUS. (a) Upon the effectiveness of this
Amendment, each reference in the Stockholders' Agreement to "this agreement,"
"hereunder," "hereof," "herein," or words of like import, shall mean and be a
reference to the Stockholders' Agreement as amended hereby.
(b) This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to the provisions, policies or principles thereof respecting conflict or
choice of laws.
(c) This Amendment shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns and to the Stockholders
and their respective heirs, personal representatives, successors and assigns.
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(d) This Amendment may not be changed orally, but only by an
agreement in writing as signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
(e) With respect to obligations of trustees who are parties
hereto in their capacity as trustees of one or more trusts, this Amendment shall
be binding upon such trustees only in their capacities as trustees, not
individually and not with respect to any Shares, other than Shares held by them
in their capacity as trustees of such trusts.
(f) This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all, the
parties hereto.
[The remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first above written.
THE XXXXX XXXXXX COMPANIES INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, (a) individually, (b)
as President of LAL Family Corporation,
the sole general partner of LAL Family
Partners L.P., (c) as Trustee of The
Xxxxx Xxxxxx 1994 Trust, (d) as a Class
B General Partner of Lauder & Sons L.P.,
(e) as Trustee of The 1995 Xxxxx Xxxxxx
LAL Trust (a Class B General Partner of
Lauder & Sons L.P.) and (f) as Trustee
of The Xxxxx Xxxxxx 2002 Trust
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, (a) individually, (b)
as Trustee of The Descendents of RSL
1966 Trust, (c) as Trustee of The Xxxxx
Xxxxxx 1994 Trust, (d) as a Class B
General Partner of Lauder & Sons L.P.,
(e) as Trustee of The 1995 Xxxxx Xxxxxx
RSL Trust (a Class B General Partner of
Lauder & Sons L.P.), (f) as Chairman of
the Xxxxxx X. Xxxxxx Foundation and (g)
as Trustee of The Xxxxx Xxxxxx 2002
Trust
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/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, (a) individually and
(b) as Trustee of the 1992 Xxxxxxx X.
Xxxxxx Grantor Retained Annuity Trust
/s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx, (a) individually, (b) as
Trustee of the 1992 Xxxxxxx X. Xxxxxx
Grantor Retained Annuity Trust, (c) as
custodian under the New York Uniform
Transfers to Minors Act for the benefit
of Xxxxxxxx Xxxxxx and (d) as custodian
under the New York Uniform Transfers to
Minors Act for the benefit of Xxxxxx
Xxxxxx
/s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxxx, (a) as Trustee of
the 1992 Xxxxxxx X. Xxxxxx Grantor
Retained Annuity Trust and (b) as
Trustee of The 1995 Xxxxx Xxxxxx LAL
Trust (a Class B General Partner of
Lauder & Sons L.P.)
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, (a) as Trustee of
the Trust f/b/o Xxxxx Xxxxxx and Xxxx
Xxxxxx u/a/d December 15, 1976, created
by Xxxxx Xxxxxx and Xxxxxx X. Xxxxxx, as
Grantors, (b) as Trustee of the Trust
f/b/o Xxxxx Xxxxxx and Xxxx Xxxxxx u/a/d
December 15, 1976, created by Xxxxxx X.
Xxxxxx, as Grantor, (c) as Trustee of
The 1995 Xxxxx Xxxxxx RSL Trust (a Class
B General Partner of Lauder & Sons L.P.)
and (d) as Trustee of the Xxxxx Xxxxxx
Zinterhofer 2000 Revocable Trust u/a/d
April 24, 2000, Xxxxx Xxxxxx
Zinterhofer, as Grantor
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/s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, as Trustee of The
Separate Share Trust f/b/o Xxxx X.
Xxxxxx u/a/d December 15, 1976, created
by Xxxxxxx X. Xxxxxx, as Grantor
/s/ Xxx X. Xxxxxx
----------------------------------------
Xxx X. Xxxxxx, (a) as Trustee of The
Xxxxx Xxxxxx 1994 Trust, (b) as Trustee
of The 1995 Xxxxx Xxxxxx LAL Trust (a
Class B General Partner of Lauder & Sons
L.P.), (c) as Trustee of The 1995 Xxxxx
Xxxxxx RSL Trust (a Class B General
Partner of Lauder & Sons L.P.) and (d)
as Trustee of The Xxxxx Xxxxxx 2002
Trust
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