FIRST AMENDMENT TO THE
THIS FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT (this Amendment), dated as the Amendment Effective Date (as defined below), is made and entered into by and among Levi Strauss & Co. (as successor to LSAI Holding Corp.), a Delaware corporation (the Company), and the holders of at least two-thirds of the outstanding Shares (as defined in the Stockholders Agreement) at the time of the Amendment Effective Date. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Stockholders Agreement.
WHEREAS, on April 15, 1996, the Company and the stockholders of the Company named therein entered into that certain Stockholders Agreement, dated April 15, 1996 (as amended, restated or modified from time to time, the Stockholders Agreement); and
WHEREAS, pursuant to, and in accordance with, Section 4.5 of the Stockholders Agreement, the Company and the Stockholders desire to amend the Stockholders Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth in this Amendment, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1.1 Amendment of Section 4.1. Section 4.1 of the Stockholders Agreement is hereby deleted in its entirety and replaced with the following:
4.1 Term. The term of this Agreement shall commence on April 15, 1996 (the Effective Date) and shall terminate upon the earliest to occur of: (a) the execution and delivery of a written agreement to that effect by the holders of record of at least two-thirds of the Shares then outstanding, (b) 180 days following the consummation of an initial public offering and sale of Common Stock for cash pursuant to an effective registration statement on Form S-1 or any successor form under the Securities Act of 1933, as amended (an IPO) (or such earlier date following the consummation of an IPO that the Board shall determine) and ( c) April 15, 2019; provided that in the case of this clause (c), such date may be extended for a maximum of two, two-year periods (that is, until April 15, 2021 and until April 15, 2023) upon a majority vote of the Board of Directors (the occurrence of the first of (a), (b) and (c), including any extensions, being the Termination Date); provided that in the case of clause (a) or (c), Section 2.9 of this Agreement shall not terminate until the fifth anniversary of the Termination Date.