Exhibit 4.3
FIRST AMENDMENT TO STOCKHOLDERS
AGREEMENT
This First Amendment to Stockholders
Agreement (the “Amendment”) is effective as of December
21, 2004.
WHEREAS, STB Beauty, Inc., a
Delaware corporation (the “Company”), and the
undersigned stockholders of the Company are parties to a
Stockholders Agreement dated as of June 10, 2004 (the
“Agreement”) between the Company and the stockholders
party thereto (the “Stockholders”);
WHEREAS, the parties hereto wish to
amend the provisions of the Agreement regarding the size and
composition of the Board of Directors of the Company;
and
WHEREAS, Section 4.4 of the
Agreement provides that, except in specified situations, it may be
amended by written consent of the Company and by a majority in
interest of each of the Berkshire Stockholders (as defined) and the
JH Stockholders (as defined).
NOW, THEREFORE, the parties hereto
agree as follows:
1.
Section 2.5(a) of the Agreement shall be amended and restated as
follows:
“(a)
Subject to Section 2.5(b), at each annual meeting of the
Stockholders and at each special meeting of the Stockholders called
for the purpose of electing directors of the Company, and at any
time at which Stockholders of the Company shall have the right to,
or shall, vote for directors of the Company, then, and in each
event, the Stockholders hereby agree to attend each meeting in
person or by proxy and hereby agree to vote all Shares of the
Company now owned or hereafter acquired by him, her or it (whether
at a meeting or by written consent in lieu thereof) (i) to fix the
number of members of the Board at up to nine (9), and (ii) to elect
and thereafter to continue in office as a director of the Company
the following: (a) two (2) directors nominated by the Berkshire
Stockholders (who shall initially be Brad Bloom and Ross Jones)
(collectively the “Berkshire Representatives”); (b) two
(2) directors nominated by the JH Stockholders (who shall initially
be John Hansen and Peter Crowley) (collectively, the “JH
Representatives”), (c) one (1) director who is nominated by
the Management Stockholders (who shall be Leslie Blodgett for as
long as she serves as the Chief Executive Officer of the Company)
(the “Management Representa
