Exhibit 10.3
AMENDMENT NO. 1 TO
STOCKHOLDERS AGREEMENT
This AMENDMENT NO. 1 TO STOCKHOLDERS
AGREEMENT (this “ Amendment ”) is made and
entered into as of October 25, 2005 by and among
Leslie’s Poolmart, Inc., a Delaware corporation (the “
Company ”), GCP California Fund, L.P. (“
GCP ”), Leslie’s Coinvestment LLC (together with
GCP, the “ Green Parties ”) and certain other
stockholders of the Company.
R
E C I
T A L S
WHEREAS, the Company, the Green
Parties and certain other stockholders of the Company are parties
to a Stockholders Agreement dated as of January 25, 2005 (the
“ Stockholders Agreement ”);
WHEREAS, pursuant to
Section 7.6 of the Stockholders Agreement, the Stockholders
Agreement may be amended, modified, supplemented or terminated only
by a written instrument signed by each of (i) the Company,
(ii) GCP and (iii) stockholders holding a majority of the
Registrable Individual Shares (as defined in the Agreement), on a
fully-diluted basis; and
WHEREAS, subject to and in
accordance with the terms of this Amendment, the Company, GCP and
the stockholders holding a majority of the Registrable Individual
Shares desire to amend the Stockholders Agreement in certain
respects, as more particularly set forth below.
A
G R E
E M E N T
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby agree to modify the
Stockholders Agreement as set forth below. Except as otherwise
provided herein, all capitalized terms used herein shall have the
meanings ascribed thereto in the Stockholders Agreement.
1. Amendment to Sections
2.8(a) . The text in Section 2.8(a) that reads:
“which call right will, as to
each Management Party and his or her related Management Related
Persons (i) expire”
shall be replaced with the
following:
“which call right will (except
as provided in Section 2.8(f)), as to each Management Party
and his or her related Management Related Persons
(i) expire”.
2. Amendment to Sections
2.8(a)(i) and (iii) . Sections 2.8(a)(i) and (iii) of the
Stockholders Agreement shall be deleted in their entirety and
replaced with the following:
“(i) in the case of
termination of employment of such Management Party for Cause, the
consideration will be the lesser of the Cost of such Shares to such
Management Party and Fair Market Value on the date of the Call
Event; and
(ii) in the case of any other
termination of such Management Party (including dismissal, death,
Retirement or Permanent Disability) or in the case of voluntary
termination of employment of such Management Party, the
consideration will be Fair Market Value of the relevant Shares on
the date of the Call Event.”
3. Amendment to the Definition of
“Fair Marke
