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Exhibit 10(ai)
AMENDMENT NO. 1
TO
2000 SHAREHOLDERS' AGREEMENT
This Amendment No. 1 to 2000 Shareholders' Agreement (this "Amendment")
is made and entered into September ____, 2000 among ETABLISSEMENTS DELHAIZE
FRERES ET CIE "LE LION" S.A., a Belgian corporation ("Delhaize"), DELHAIZE THE
LION AMERICA, INC., a Delaware corporation and wholly owned subsidiary of
Delhaize ("Detla"), and DELHAIZE AMERICA, INC., a North Carolina corporation
(the "Company").
STATEMENT OF PURPOSE
Delhaize and Delta (collectively, the "Shareholders") and the Company
have entered into that certain 2000 Shareholders' Agreement, dated as of March
27, 2000 (the "Agreement"). The Shareholders and the Company desire to amend the
Agreement to fix the number of directors to be nominated by the Nominating
Committee and submitted to the annual meeting of shareholders for election at
ten persons. The Shareholders and the Company further desire to amend the
Agreement to fix the number of directors to be proposed by the Chief Executive
Officer of Delhaize to the Nominating Committee at four persons.
AGREEMENT
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.
2. Amendment. Section (1)(a)(ii) of the Agreement is hereby amended and
restated in its entirety as follows:
"(ii) The slate of directors nominated by the Nominating
Committee shall consist of ten (10) persons, four (4) of whom shall
have been proposed by the Chief Executive Officer of Delhaize
(hereinafter the "Delhaize Designees"), two (2) of whom shall have been
proposed by the Chief Executive Officer of the Company (hereinafter the
"CEO Designees"), and four (4) of whom shall be independent directors;"
3. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not be deemed to waive, amend or modify any term or condition of
the Agreement, which is hereby ratified and reaffirmed, and which shall remain
in full force and effect, and this Amendment shall not serve as a consent to any
matter prohibited by the terms and conditions thereof. References in any
agreement, instrument or other document to the Agreement shall be deemed to be a
reference as amended hereby.
4. Counterparts. This Amendment may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of such
together shall constitute one and the same instrument.
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5. Presentation of Composite Document. The parties agree that, even
though this Amendment is not a restatement of the Agreement, the parties may
file with governmental authorities or present to third parties a composite
document that incorporates into the Agreement the amendments set forth in this
Amendment.
[The next page is the signature page]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first above written.
ETABLISSEMENTS DELHAIZE FRERES
ET CIE "LE LION" S.A.
____________________________________
By: ________________________________
____________________________________
By: ________________________________
DELHAIZE THE LION AMERICA, INC.
____________________________________
By: ________________________________
Its: _______________________________
DELHAIZE AMERICA, INC.
____________________________________
By: ________________________________
Its: _______________________________
