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Exhibit 10.2
AMENDMENT NO. 3
TO THE STOCKHOLDERS AGREEMENT
This Amendment No. 3 (this " Amendment ") to the
Stockholders Agreement dated as of January 25, 2005, as
amended by Amendment No. 1, dated as of October 25, 2005
(" Amendment No. 1 ") and by Amendment No. 2,
dated as of June 15, 2006 (" Amendment No. 2 ")
(as amended by Amendment No. 1 and Amendment No. 2, the "
Agreement "), by and among Leslie’s Poolmart, Inc., a
Delaware corporation (the " Company "), Leslie’s
Holdings, Inc. (" Holdings "), GCP California Fund, L.P. ("
GCP "), and the stockholders holding a majority of the
Registrable Individual Shares (as defined in the Agreement) is
entered into as of this 7th day of February, 2007. Capitalized
terms used in this Amendment and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
WHEREAS , the parties hereto desire to amend the
Agreement pursuant to Section 7.6 thereof.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and obligations hereinafter set forth, the
parties hereto hereby agree as follows:
Agreement .
Section 1. Section 2.7.3 regarding Exempt
Transfers is hereby amended and restated as set forth below, which
section shall read in its entirety as follows:
2.7.3 Exempt Transfers . The provisions of this
Section 2.7 shall not apply to any Transfer of Shares by any
Management Party who is a natural person, or any subsequent
Transferee of a Management Party pursuant to this
Section 2.7.3 , to his or her spouse, any direct lineal
descendant or ancestor of such Management Party or his or her
spouse or any vehicle, including but not limited to a trust or a
limited liability company, primarily for the benefit of any or
all of the foregoing (each such Person, together with such
Management Party, is referred to herein as a " Management
Related Person "); provided, however, that in each such case
each of the following conditions shall be satisfied:
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(i) after giving effect to such Transfer, sole voting power with
respect to such Transferred Shares shall be held by the Management
Party making the Transfer during his lifetime or, after the death
of such Management Party, by one or more Management Related
Persons; and
(ii) the Transferee of such Transferred Shares shall have
executed and delivered to the Company, as a condition precedent to
such Transfer, an instrument or instruments in form and substance
satisfactory to the Company confirming that the Trans
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