EXHIBIT 10.(i)(A)(3)
AMENDMENT NO. 17 TO
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STOCKHOLDERS' AGREEMENT
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This Amendment No. 17 to Stockholders' Agreement ("Amendment No. 17") is
consented to and made as of the 31st day of March, 1997 by and among XXXXXXXXXX
XXXX HOLDING CORP., a Delaware corporation (the "Company"), Xxxxxxx X. Xxxxxxx,
individually and as attorney-in-fact for certain other parties to that certain
Stockholders' Agreement dated as of June 17, 1988, as heretofore amended (the
"Stockholders' Agreement"), General Electric Capital Corporation, a New York
corporation, and Xxxxx Xxxxxxxxx, as Trustee of the Xxxxxxx 1988 MW Trust.
WHEREAS, it is advisable to amend the Stockholders' Agreement to make
certain changes set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 7.1 of the Stockholders' Agreement is hereby amended as follows:
1. Paragraph (a) of Section 7.1 is hereby designated as paragraph (a)(i)
of Section 7.1 and amended by inserting at the beginning of such
paragraph the words "with respect to Management Shareholders whose
employment with the Xxxx Group is terminated prior to February 1,
1997,".
2. A new paragraph (a)(ii) is added to Section 7.1 to read as follows:
" (ii) with respect to all other Management Shareholders, during the
time that he is employed by a member of the Xxxx Group and for a period of
one year following the termination of his employment by the Xxxx Group for
any reason whatsoever other than discharge without Cause, he shall not,
directly or indirectly, own, manage, operate, join, control, be employed
by, or participate in the ownership, management, operation or control of or
be connected in any manner, including but not limited to holding the
positions of officer, director, shareholder, consultant, independent
contractor, employee, partner or investor, with any of K-mart Corporation,
Wal-Mart Stores, Inc., Sears, Xxxxxxx and Co., Xxxxxx Xxxxxx Corp., X.X.
Penney or any affiliate of the foregoing; provided that such Management
Shareholder may invest in stocks, bonds or securities of any entity (but
without participating in the business thereof) if such stocks, bonds or
other securities are listed for trading on a national securities exchange
or on NASDAQ and such Management Shareholders' investment does not exceed
1% of the issued and outstanding shares of capital stock, or in the case of
bonds or other securities, 1% of the aggregate principal amount thereof
issued and outstanding;"
IN WITNESS WHEREOF, the undersigned hereby consent to and execute this
Amendment No. 17 as of the day and year first above written.
XXXXXXXXXX XXXX HOLDING CORP. GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Its: Exec VP and CFO Its: Exec VP
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/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx, individually Xxxxx Xxxxxxxxx, as Trustee of the
and as attorney-in-fact for the Xxxxxxx 1988 MW Trust.
beneficial owners of all Shares
(as defined in the Stockholders'
Agreement) held by him as Voting
Trustee under those certain Voting
Trust Agreements dated as of
June 21, 1988 and October 21,
1994, respectively.
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