Exhibit 10.2
Exhibit 10.2
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AMENDMENT NO. 6 TO STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 6 (this "Amendment"), effective as of December 17, 2004, to
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that certain STOCKHOLDERS' AGREEMENT (the "Stockholders' Agreement"), dated
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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, and as amended
by that Amendment No. 5, effective as of April 5, 2002, 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
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under the laws of the State of Delaware (the "Corporation"). Capitalized terms
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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 desire to amend the Stockholders' Agreement to
delete a Stockholder as party 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 Lauder & Sons L.P. as a party 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.
(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.]
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/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Executive Vice President,
General Counsel and Secretary
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, (a) individually, (b) as
President of LAL Family Corporation, the
sole general partner of LAL Family Partners
L.P., (c) as a Class B General Partner of
Lauder & Sons L.P. and (d) as Trustee of
The Xxxxx Xxxxxx 2002 Trust
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, (a) individually, (b) as
Trustee of The Descendents of RSL 1966
Trust, (c) as a Class B General Partner of
Lauder & Sons L.P., (d) as Trustee of The
1995 Xxxxx Xxxxxx RSL Trust (a Class B
General Partner of Lauder & Sons L.P.), (e)
as Chairman of the Xxxxxx X. Xxxxxx
Foundation and (f) as Trustee of The Xxxxx
Xxxxxx 2002 Trust
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, (a) individually, (b) as
Trustee of the 1992 GRAT Remainder Trust
f/b/o Xxxxxxx Xxxxxx and (c) as Trustee of
the 1992 GRAT Remainder Trust f/b/o Xxxx
Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, (a) individually, (b) as
Trustee of the 1992 GRAT Remainder Trust
f/b/o Xxxxxxx Xxxxxx, (c) as Trustee of the
1992 GRAT Remainder Trust f/b/o Xxxx
Xxxxxx, (d) as custodian under the New
York Uniform Transfers to Minors Act for
the benefit of Xxxxxxxx Xxxxxx, (e) as
custodian under the New York Uniform
Transfers to Minors Act for the benefit of
Xxxxxx Xxxxxx and (f) as Trustee of the Xxxx
X. Xxxxxx Revocable Trust u/a/d as of
August 10, 2000, Xxxx X. Xxxxxx, Settlor
/s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx, (a) as Trustee of the 1992
GRAT Remainder Trust f/b/o Xxxxxxx
Xxxxxx and (b) as Trustee of the 1992
GRAT Remainder Trust f/b/o Xxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
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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.), (d)
as Trustee of the Xxxxx Xxxxxx Zinterhofer
2000 Revocable Trust u/a/d April 24, 2000,
Xxxxx Xxxxxx Zinterhofer, as Grantor and (e)
as Trustee of the Xxxxx Xxxxxx Zinterhofer
2004 GRAT
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, as Trustee of The Xxxxx
Xxxxxx 2002 Trust
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, as Trustee of The 1995 Xxxxx
Xxxxxx LAL Trust (a Class B General
Partner of Lauder & Sons L.P.)
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, as Trustee of The 1995 Xxxxx
Xxxxxx LAL Trust (a Class B General
Partner of Lauder & Sons L.P.)
NORTHERN TRUST COMPANY, (a) as
Trustee of The 1995 Xxxxx Xxxxxx LAL
Trust (a Class B General Partner of Lauder
& Sons L.P.) and (b) as Trustee of The 1995
Xxxxx Xxxxxx RSL Trust (a Class B General
Partner of Lauder & Sons L.P.)
By: /s/ Xxxxx Xxxxxx-Xxxxxx
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Name: Xxxxx Xxxxxx-Xxxxxx
Title: Senior Vice President
THE ROCKEFELLER TRUST COMPANY
(DELAWARE), as Trustee of the Xxxxx
Xxxxxx Zinterhofer 2004 GRAT
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
