EXHIBIT 10.12
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment is made this 14th day of August, 1998 by and among
Xxxxx. X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, as Sellers (the
"Sellers"), and Dover Saddlery, Inc., a Delaware corporation having its
principal place of business at 00 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxx, XX
00000, as Buyer (the "Buyer").
Reference is made a certain Stock Purchase Agreement (the "Purchase
Agreement") of even date herewith by and among Sellers and Buyer providing for
the sale of Dover Saddlery, Inc., a Massachusetts corporation (not to be
confused with Buyer) and having its principal offices in Holliston, MA (the
"Company"). For good and valuable consideration from each party to the other,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
amend the Purchase Agreement as follows:
1. Except as expressly provided below in Section 2 of this First
Amendment, the Survival Period, as such is defined in Section 10.5(b) of the
Purchase Agreement, for the Buyer's right to assert an indemnification claim
pertaining to the representations and warranties of Sellers under Section 3. 5
of the Purchase Agreement shall not be the three (3) year period set forth in
Section 10.5(b) of the Purchase Agreement, but rather shall be until the Twelve
Month Date (plus, the additional days, if any, allowed in Section 10.5(b)(i)).
2. Notwithstanding Section 1 of this First Amendment, the Survival Period
fur the Buyer's right to assert an indemnification claim pertaining to the
representations and warranties of Sellers under Section 3.15 shall be three (3)
years from the Closing Date if and only to the extent that such claim seeks
Damages directly arising out of the successful disallowance by a federal or
state taxing authority or court of any compensation expense deduction taken by
the Company with respect to monies paid as salaries, bonuses or other forms of
compensation to any of the Sellers for any period prior to the Closing Date.
Without intending to suggest any limitation to the provisions of Section
10.5(c), any such claim shall be subject to the provisions of Section 10.5(c) of
the Purchase Agreement. No claims maybe asserted against Sellers or Buyer under
the Purchase Agreement after the Twelve Month Date except as expressly permitted
by (a) Sections 10.5(b)(i) or 10.5(b)(iii) of the Purchase Agreement, or
(b).Section 2 of this First Amendment. .
Executed under seal of the date above written.
Dover Saddlery, Inc.,
a Delaware Corporation
By: /s/ Xxxxxxx X. Day /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Day, President Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
