Exhibit 10.2
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
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FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT (this "Amendment"), dated
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as of June 20, 2006 between STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
Maryland corporation ("Investor"), GRILL CONCEPTS, INC., a Delaware corporation
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("Issuer") and the STOCKHOLDERS OF ISSUER LISTED IN SCHEDULE 1 attached hereto
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(the "Stockholders"). Unless otherwise defined herein, all capitalized terms
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used herein shall have the respective meanings provided such terms in the
Stockholders' Agreement referred to below.
W I T N E S S E T H:
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WHEREAS, Investor, GCI and the Stockholders are parties to that
certain Stockholders' Agreement dated as of July 27, 2001 (the "Stockholders'
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Agreement"); and
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WHEREAS, subject to the terms and conditions of this Amendment,
Investor, Issuer and the Stockholders wish to amend certain provisions of the
Stockholders' Agreement as herein provided.
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The Stockholders Agreement is hereby amended by deleting Section
2(i) through (v) in its entirety and substituting in lieu thereof the following:
"(i) not fewer than one nominee of Investor is at all times duly elected or
appointed as a director of Issuer; and
(ii) the number of individuals comprising the entire board of directors of
Issuer shall not exceed nine."
2. Miscellaneous Provisions.
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(a) This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Stockholders' Agreement.
(b) This Amendment may be executed in any number of counterparts,
each of which counterparts when executed and delivered shall be an original, but
all of which shall together constitute one and the same instrument.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
[Signatures appear on the following page]
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.
By: /s/
Name:
Title:
GRILL CONCEPTS, INC.
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: EVP and CFO
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
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Xxxxx Xxxx
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Xxxxx Xxxx
XXXXX REVOCABLE TRUST OF 1993
By:__________________________
Name:
Title:
SCHEDULE 1
STOCKHOLDERS
Name Address
Xxxxxx Xxxxxx 00000 Xxx Xxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx Xxxxxxxxx 00000 Xxx Xxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxxxx Xxxxx 00000 Xx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxxxx Xxxxx 00000 Xx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxxxx Revocable Trust of 1993 00000 Xx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
