AMENDMENT TO STOCKHOLDERS' AGREEMENT
This AMENDMENT (the "Amendment") to the
STOCKHOLDERS' AGREEMENT, dated as of August 14, 1995 (the
"Stockholders' Agreement"), a copy of which is attached
hereto as Annex A, by and among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as
voting trustee (the "Voting Trustee") under the Voting
Trust Agreement dated as of May 29, 1991, by and among
▇▇▇▇▇▇▇ Sports, Inc., a Delaware corporation (the "Compa-
ny") and all of the stockholders of the Company listed on
Schedule A thereto (the "Voting Trust Agreement"), Lenny
Corp., a Delaware corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, P.C.
Defined Benefit Plan ("Benefit Plan"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("Toboroff"), ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), ▇▇▇ ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇"), R.E.R. Corp., a Michigan Corporation
("R.E.R."), JEMC Corp., a Delaware corporation ("JEMC"
and together with Lenny Corp., Benefit Plan, Toboroff,
Mauer, R.E.R. and ▇▇▇▇▇▇▇, the "Stockholders") is made by
and among the Voting Trustee, the Stockholders and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Executive") this 26th day of June,
1997.
Reference is hereby made to the EMPLOYMENT
AGREEMENT dated as of May 5, 1997 (the "Employment Agree-
ment"), by and between the Company and the Executive, a
copy of which is attached hereto as Annex B.
WHEREAS, Section 3 of the Employment Agreement
provides that the Company shall nominate the Executive
and a designee (the "Designee") of the Executive reason-
ably acceptable to the Board of Directors of the Company
(the "Company Board") to the Company Board; and
WHEREAS, pursuant to Section 3 of the Employ-
ment Agreement, the Company is required to use its best
efforts to (i) cause the Executive and the Designee to be
elected to the Company Board and (ii) cause the Executive
to serve as Vice Chairman of the Company and on the
Executive Committee of the Company Board, in each case
for the duration of the Term (as defined in the Employ-
ment Agreement) of the Employment Agreement; and
WHEREAS, the Executive has agreed, pursuant to
Section 3 of the Employment Agreement, effective as of
the Effective Date (as defined in the Employment Agree-
ment), to become a party to the Stockholders' Agreement;
and
WHEREAS, pursuant to Section 3 of the Employ-
ment Agreement, the Company has agreed to amend the
Stockholders' Agreement so that the parties thereto
agree, for the duration of the Term, to vote their shares
of Company common stock, par vale $.01 per share (the
"Shares") (i) in favor of the election of the Executive
and the Designee to the Company Board and (ii) in favor
of the Plan (as defined below).
NOW, THEREFORE, in consideration of the forego-
ing and mutual agreements hereinafter contained, the
parties hereto agree as follows:
Section A. Definition of "Stockholders". The
definition of the term "Stockholders" in the
Stockholders' Agreement, as set forth in the first para-
graph thereof, is hereby amended to include the Executive
as one of the Stockholders and is restated in its entire-
ty as follows:
"STOCKHOLDERS' AGREEMENT, dated as of
August 14, 1995, as amended and restated on June
26, 1997, by and among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as
voting trustee (the "Voting Trustee") under the
Voting Trust Agreement dated as of May 29, 1991, by
and among ▇▇▇▇▇▇▇ Sports, Inc., a Delaware corpora-
tion (the "Company"), and all of the stockholders of
the Company listed on Schedule A thereto (the "Vot-
ing Trust Agreement"), Lenny Corp., a Delaware
corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, P.C. Defined Benefit
Plan ("Benefit Plan"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("Toboroff"), ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), ▇▇▇ ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇"), R.E.R. Corp., a Michigan Corporation
("R.E.R."), JEMC Corp., a Delaware corporation
("JEMC") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Executive" and
together with Lenny Corp., Benefit Plan, Toboroff,
Mauer, R.E.R., ▇▇▇▇▇▇▇ and JEMC, the "Stockhold-
ers")."
Section B. Amendment to Section 1.2. Section
1.2 of the Stockholders' Agreement is hereby amended and
restated in its entirety as follows:
"1.2 Voting Agreement.
(a) Each of the Stockholders (other
than the Executive) hereby agrees that, during the
term of this Agreement, at any meeting of the stock-
holders of the Company or any adjournment thereof,
however called, or in any other circumstances upon
which its vote, consent, or other approval is
sought, each of the Stockholders (other than the
Executive) shall vote or cause to be voted such
Stockholder's shares of ▇▇▇▇▇▇▇ Stock (i) as the
Voting Trustee votes the ▇▇▇▇▇▇▇ Stock held pursuant
to the Voting Trust, and (ii) during the Term of the
Employment Agreement dated as of May 5, 1997 by and
between the Company and the Executive (the "Employ-
ment Agreement") (as "Term" is defined in the Em-
ployment Agreement), and notwithstanding the above
clause (i), (a) in favor of the election of the
Executive and a designee (the "Designee") of Execu-
tive reasonably acceptable to the Board of Directors
of the Company (the "Company Board") (it being
understood that any person who was a senior vice
president or director of Varsity Spirit Corporation
on May 5, 1997 shall be an acceptable Designee to
the Company Board without further action) to the
Company Board and (b) in favor of the Company's 1997
Stock Option Plan (the "Plan").
(b) The Executive hereby agrees
that, during the Term of the Employment Agreement
(as "Term" is defined in the Employment Agreement),
at any meeting of the stockholders of the Company or
any adjournment thereof, however called, or in any
other circumstances upon which his vote, consent or
other approval is sought, the Executive shall vote
or cause to be voted his shares of ▇▇▇▇▇▇▇ Stock as
the Voting Trustee votes the ▇▇▇▇▇▇▇ Stock held
pursuant to the Voting Trust."
Section C. Amendment to Section 3.2(a).
Section 3.2(a) of the Stockholders' Agreement is hereby
amended to include the Executive as a required recipient
of any Notices (as defined therein) to be sent to the
Stockholders, with such Notices to be delivered to the
following address (except as may otherwise requested in
writing by the Executive):
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Section D. Effective Date. This Amendment
shall become effective as of the Effective Date (as
defined in the Employment Agreement); provided that if
the Employment Agreement shall be deemed cancelled and of
no force and effect pursuant to the proviso of Section 2
of the Employment Agreement, this Amendment shall concur-
rently be deemed cancelled and of no force and effect and
the Stockholders' Agreement shall not be so amended
hereby and shall remain in force and effect as if this
Amendment had never been entered into by the parties
hereto.
Section E. Entire Amendment. Except as amend-
ed hereby, the Stockholders' Agreement shall remain in
full force and effect.
Section F. Counterparts. This Amendment may
be executed in counterparts, each of which shall be
deemed an original, but both of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been
duly executed and delivered as of the day and year first
above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as
Voting Trustee
LENNY CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, P.C.
DEFINED BENEFIT PLAN
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in his
individual capacity
JEMC CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President
R.E.R. Corp.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, in his individual
capacity
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, in his
individual capacity
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, in his
individual capacity
