THIS STOCKHOLDERS AGREEMENT (this Agreement) dated as of April 15, 1996 is among LSAI HOLDING CORP., a Delaware corporation (the Company), and those parties listed as signatories hereto (together with such additional signatories as may be deemed added from time to time pursuant to Section 2.4 hereof, the Stockholders).
WHEREAS, the Stockholders are all currently holders of shares of Class L common stock, par value $0.10 (the Class L Shares), of Levi Strauss Associates Inc., a Delaware corporation (LSAI) and are parties to an agreement restricting transfers of those Class L Shares;
WHEREAS, each Stockholder is a party to a Stock Subscription Agreement (a Stock Subscription Agreement), in which such Stockholder has committed at the closing of the transactions contemplated thereby (the Closing) to purchase (the Purchase) shares of common stock, par value $0.01 per share, of the Company (the Common Stock) in an amount specified in the Stock Subscription Agreement and at a per share price of one Class L Share (all of the shares of such Common Stock issued and outstanding immediately following the Closing, together with any other shares of Common Stock or other capital stock entitling the record owner thereof to vote in elections of directors generally which are issued by the Company during the life of this Agreement to any holder who is, by the terms of this Agreement or otherwise required to subject such shares to this Agreement, the Shares);
WHEREAS, each Stockholder is, concurrently with the delivery of this Agreement, executing and delivering a voting trust agreement (the Voting Trust Agreement) to which all the shares of Common Stock outstanding immediately following the Closing will be subject, and pursuant to which all such shares together with certain additional shares of Common Stock and other securities specified in the Voting Trust Agreement will be represented by Voting Trust Certificates (Voting Trust Certificates) for as long as the Voting Trust Agreement is in effect;
WHEREAS, LSAI Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (Acquisition), the Company, and LSAI, have entered into an Agreement and Plan of Merger, dated as of February 8, 1996, providing, among other things, for the merger (the Merger) of Acquisition with and into LSAI;
WHEREAS, it is a condition precedent to the Purchase that all Stockholders participating therein enter into this Agreement and the Voting Trust Agreement, with the end result being that immediately following the Purchase all the outstanding shares of Common Stock shall be subject to this Agreement and the Voting Trust Agreement:
WHEREAS, the Stockholders and the Company believe that, in addition to the rights, restrictions and obligations created by the Voting Trust Agreement with respect to the voting of shares of Common Stock and the governance of the Company, additional rights, restrictions and obligations regarding the Shares, and the related Voting Trust Certificates, are reasonable and appropriate to provide for the long-term, stable and consistent ownership and governance of the Company, and are in the best interests of the Company and the Stockholders;