Exhibit 10 (xxi)
SUPPLEMENT TO SHAREHOLDER AGREEMENT
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July 25, 1995
In conjunction with the execution of the Shareholder Agreement by and
among Interstate Bakeries Corporation ("IBC''), Xxxxxxx Purina Company and VCS
Holding Company of even date herewith (the `Shareholder Agreement''), subject
to the restriction in the following paragraphs, it is agreed by the parties
hereto that officers, directors and employees of Xxxxxxx who are or would be
deemed to be Affiliates of Xxxxxxx under the Shareholder Agreement will be
allowed to acquire IBC Securities during the term of the Shareholder Agreement
without Xxxxxxx violating Sections 2.1(a) or 2.1(b) of the Shareholder
Agreement.
The preceding paragraph is subject to the restriction that under no
circumstances during the term of the Shareholder Agreement shall IBC
Securities acquired in reliance hereof by such officers, directors or
employees who are or would be deemed to be Affiliates result in such
individuals owning in the aggregate, at any time during the term of the
Shareholder Agreement, more than 2% of the total outstanding shares of the IBC
Securities. In addition, any acquisitions of IBC Securities by such officers,
directors and employees in reliance hereof shall not be made at the discretion
of or in concert with Xxxxxxx.
Xxxxxxx shall be under no obligation to attempt to prevent such individuals
from independently acquiring IBC Securities unless Xxxxxxx becomes aware by
any means, including notification by IBC, that a proposed purchase would
result in the 2% threshold being exceeded. In the event that Xxxxxxx becomes
aware or is notified by IBC that the 2% threshold has been exceeded at any
time during the term of the Shareholder Agreement, then Xxxxxxx will use its
reasonable best efforts to cause the individual or individuals who last
purchased IBC Securities which resulted in the 2% threshold being exceeded to
divest a sufficient number of shares of IBC Securities so as to decrease the
aggregate ownership of all of such officers, directors and employees below the
2% threshold. Xxxxxxx shall further request such officers, directors and
employees to refrain from purchasing such IBC Securities until such time that
IBC has notified Xxxxxxx that the risk of exceeding the 2% threshold has
sufficiently diminished.
If the Chief Executive Officer of IBC notifies RPC that the number of
shares of IBC Securities owned by such officers, directors and employees who
are or would be deemed to be Affiliates of Xxxxxxx continues to exceed the 2%
threshold, whether on a continuous or recurrent basis, then Xxxxxxx shall
immediately take such action necessary (including the delivery of one of its
Demand Notices) to divest at least that number of shares of IBC Securities
equal to the greatest number of shares owned by such officers, directors and
employees who would be deemed to be Affiliates in excess of the 2% threshold
in the prior 60 days.
Nothing herein shall be deemed a modification or amendment of any of the
definitions of the Shareholder Agreement. Except for the consent of IBC to
the purchase of IBC Securities by Persons who are or would be deemed to be
Affiliates of Xxxxxxx, none of the other terms or provisions of the
Shareholder Agreement are amended or modified hereby. Nothing herein shall be
deemed to be a pre-approval by IBC or its Board of Directors of any purchases
of IBC Securities by such officers, directors or employees for purposes of
Section 203 of the Delaware General Corporation Law or Article NINTH of the
Certificate of Incorporation of IBC, as amended.
By: X. X. Xxxxxx
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Its Vice President
XXXXXXX PURINA COMPANY
By: X. X. Xxxxxxx
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Its General Counsel, Vice President
and Secretary
VCS HOLDING COMPANY
By: X. X. Xxxxxx
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Its Secretary
