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EXHIBIT 10(i)
MODIFICATION OF STOCKHOLDERS' AGREEMENT
THIS MODIFICATION TO STOCKHOLDERS' AGREEMENT, dated as of this 20th
day of June, 1997, is entered into by Xxxxx Xxxxx ("Xxxxx") and Xxxxxx X. Xxxxx
("Xxxxx") (each a "Stockholder", and collectively the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Stockholders entered into a "Stockholders' Agreement"
dated as of March 31, 1996 in connection with the merger of The Ultimate Juice
Company, Inc. with and into The Fresh Juice Company, Inc. (the "Company"); and
WHEREAS, the parties hereto desire to enter into this "Modification
Agreement" to modify the terms of the Stockholders' Agreement as set forth
herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1(a) of the Stockholders' Agreement shall be deleted and
replaced with the following:
A. "1. Board of Directors; Election of Directors. (a) Each
Stockholder agrees that Xxxxx and Bogen shall each have the right to designate
two (inclusive of themselves) of the nominees (the "Management Nominees") to the
Board of Directors of the Company."
B. With the exception of the Management Nominees (i.e. the first
four nominees), any future nominee(s) for election to serve as a member of the
Company's Board of Directors shall not be deemed to be one of the Management
Nominees as that term is defined in Section 1(a) of the Stockholders' Agreement,
and such nominee(s) shall be nominated and elected in accordance with the
Company's By-laws and Delaware General Corporation Law.
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C. Notwithstanding anything in the Stockholders' Agreement to the
contrary, the Stockholders hereby agree that any future expansion of the size of
the Company's Board of Directors shall be determined by a majority vote of the
Board of Directors and such vote shall not be restricted or controlled by the
Stockholders' Agreement.
D. This Modification Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same instrument.
E. Except as modified herein, the terms of the Stockholders'
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Modification
Agreement as of the date first written above.
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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