Amendment No. 1 to Rollover, Voting and Support Agreement, dated as of May 20, 2025, by and among the shareholders party thereto, Nordstrom Holdings, Inc., and Nordstrom, Inc
Exhibit 10.1
AMENDMENT NO. 1
TO
ROLLOVER, VOTING AND SUPPORT AGREEMENT
This AMENDMENT NO. 1 TO ROLLOVER, VOTING AND SUPPORT AGREEMENT (this “Amendment”), dated as of May 20, 2025 (the “Amendment Effective Date”), amends that certain Rollover, Voting and Support Agreement, dated as of December 22, 2024 (the “Rollover and Support Agreement”), by and among Nordstrom, Inc., a Washington corporation (the “Company”), Nordstrom Holdings, Inc., a Delaware corporation (formerly known as Norse Holdings, Inc., a Delaware corporation) (solely with respect to Sections 1, 11 and 14 through 23) (“Parent”) and the shareholders listed on the signature pages thereto (collectively, the “Shareholders” and each individually, a “Shareholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Rollover and Support Agreement.
WHEREAS, Parent and the Shareholders entered into the Rollover and Support Agreement as a material inducement to, and as a condition of, the willingness of the Company to enter into that certain Agreement and Plan of Merger, dated as of December 22, 2024, with Parent and Navy Acquisition Co. Inc., a Washington corporation and a wholly owned subsidiary of Parent (the “Merger Agreement”);
WHEREAS, pursuant to the Rollover and Support Agreement, each Shareholder agreed to (a) transfer, contribute and deliver the number of shares of common stock, no par value per share, of the Company (“Company Common Stock”) set forth therein to Parent in exchange for common stock of Parent, (b) vote their shares of Company Common Stock and any other voting securities of the Company in favor of the approval of this Merger Agreement and the transactions contemplated hereby, including the Merger, and (c) take or abstain from taking certain other actions;
WHEREAS, certain Shareholders now desire to amend the number of Subject Shares, Rollover Shares and Parent Shares shown in Schedule A to the Rollover and Support Agreement (the “Amended Shares”);
WHEREAS, the Company, Parent and the Shareholders desire to amend Schedule A to the Rollover and Support Agreement in order to reflect the Amended Shares and confirm that the Amended Shares shall be deemed to be Subject Shares, Rollover Shares and Parent Shares, as applicable, for purposes of the Rollover and Support Agreement; and
WHEREAS, Section 17 of the Rollover and Support Agreement provides that the Rollover and Support Agreement may be amended or modified by mutual agreement of the parties thereto in an instrument in writing signed by each of the parties.
* * *
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Parent and each of the undersigned Shareholders, hereby agrees as follows:
1. Amendment to Rollover and Support Agreement. Schedule A of the Rollover and Support Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on Annex 1 to this Amendment.
2. Incorporation of Rollover and Support Agreement. All the provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Rollover and Support Agreement; and the Rollover and Support Agreement, as supplemented and amended by this Amendment, shall be read, taken and construed as one and the same instrument, and except as expressly amended hereby, the terms and conditions of the Rollover and Support Agreement shall continue in full force and effect. All references to “this Agreement” in the Rollover and Support Agreement or to the words “hereof,” “hereunder” or “herein” or words of similar effect, or to any Schedule in the Rollover and Support Agreement, shall mean the Rollover and Support Agreement or Schedule, as amended hereby.
3. Miscellaneous.
(a) Except to the extent the Laws of the State of Washington are mandatorily applicable, this Amendment and all Actions (whether based on Contract, tort or otherwise) arising out of or relating to this Amendment or the actions of a Shareholder or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
(b) This Amendment shall inure to the benefit of and be binding upon each of the parties to the Rollover and Support Agreement, including the Parties, and each of their respective permitted successors and permitted assigns.
(c) This Amendment, together with the Rollover and Support Agreement and the other Transaction Documents to which any Shareholder is a party to, constitutes the sole and entire agreement by the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
(d) This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Amendment.
[Remainder of page intentionally left blank]
-2-
Annex 1
Amended Schedule A
See attached
| Shareholder | Subject Shares | Rollover Shares | Parent Shares | |||||||||
| Anne E. Gittinger | 13,846,274 | 13,846,274 | ||||||||||
| Anne E. Gittinger Trust u/w Everett W. Nordstrom | 5,501,520 | 5,501,520 | 5,501,520 | |||||||||
| 1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger | 1,555,200 | 1,555,200 | 1,555,200 | |||||||||
| Susan E. Dunn | ||||||||||||
| Susan E. Dunn Trust u/w Elizabeth J. Nordstrom | 743,420 | 743,420 | 743,420 | |||||||||
| Estate of Bruce A. Nordstrom | 10,244,147 | 1 | 10,244,147 | 10,244,147 | ||||||||
| 1976 Bruce A. Nordstrom Trust (aka 1976 Elizabeth J. Nordstrom Trust FBO Bruce A. Nordstrom) | 1,555,200 | 1,555,200 | 1,555,200 | |||||||||
| Trust A u/w Frances W. Nordstrom | 6,935,360 | 2 | ||||||||||
| Jeannie (Margaret Jean O'Roark) Nordstrom | 261,776 | 261,776 | 261,776 | |||||||||
| Peter E. Nordstrom | ||||||||||||
| Brandy | ||||||||||||
| Erik B. Nordstrom | ||||||||||||
| Julie A. Nordstrom | 42,646 | 42,646 | 42,646 | |||||||||
| James F. Nordstrom, Jr. | ||||||||||||
| Lisa Nordstrom | 0 | 0 | ||||||||||
| Katharine T. Nordstrom 2007 Trust Agreement | 24,593 | 24,593 | 24,593 | |||||||||
| Julia K. Nordstrom 2007 Trust Agreement | 24,592 | 24,592 | 24,592 | |||||||||
| Audrey G. Nordstrom 2007 Trust Agreement | 24,592 | 24,592 | 24,592 | |||||||||
| LN 1989 TRUST JWN | 169,801 | 169,801 | 169,801 | |||||||||
| LN Holdings JWN | 435,276 | 435,276 | 435,276 | |||||||||
| LN Holdings JWN II LLC | 4,465,662 | 4,465,662 | 4,465,662 | |||||||||
| Alexandra F. Nordstrom | 76,996 | 76,996 | 76,996 | |||||||||
| Blake & Molly Nordstrom 2012 Trust FBO Alexandra F. Nordstrom | 96,394 | 96,394 | 96,394 | |||||||||
| Andrew L. Nordstrom | 67,188 | 0 | 0 | |||||||||
| Blake and Molly Nordstrom 2012 Trust FBO Andrew L Nordstrom | 96,394 | 51,264 | 51,264 | |||||||||
| Leigh E. Nordstrom | 125,588 | 125,588 | 125,588 | |||||||||
| Samuel C. Nordstrom | 121,396 | 121,396 | 121,396 | |||||||||
| Sara D. Nordstrom | 69,806 | 69,806 | 69,806 | |||||||||
| Erik and Julie Nordstrom 2012 Sara D. Nordstrom Trust | 47,518 | 47,518 | 47,518 | |||||||||
| Bruce and Jeannie Nordstrom 2010 MFN Trust | 24,530 | 24,530 | 24,530 | |||||||||
| Pete and Brandy Nordstrom 2010 MFN Trust | 3,403 | 3,403 | 3,403 | |||||||||
| Bruce and Jeannie Nordstrom 2012 CFN Trust | 24,530 | 24,530 | 24,530 | |||||||||
| Pete and Brandy Nordstrom 2012 CFN Trust | 3,403 | 3,403 | 3,403 | |||||||||
| Pete and Brandy Nordstrom 2012 Children’s Trust | 192,789 | 192,789 | 192,789 | |||||||||
| Molly | 487,807 | 377,626 | 377,626 | |||||||||
| BWN Trust u/w Blake W. Nordstrom | 170,431 | 170,431 | 170,431 | |||||||||
| Mari Mowat Wolf | ||||||||||||
| Kimberly Mowat Bentz | 31,446 | 31,446 | 31,446 | |||||||||
| Blake Mowat Bentz 1991 Trust | 2,985 | 2,985 | 2,985 | |||||||||
| Kyle Andrew Bentz Trust 1993 | 2,079 | 2,079 | 2,079 | |||||||||
| LN Medina Family LLC | 15,834 | 15,834 | 15,834 | |||||||||
1 [**]
2 [**]
3 [**]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
| Nordstrom, Inc. | ||
| By: | /s/ Ann Munson Steines | |
| Name: | Ann Munson Steines | |
| Title: | Chief Legal Officer, General Counsel and Corporate Secretary | |
| [**] | ||
| Attention: Ann Munson Steines, Chief Legal Officer, | ||
| General Counsel and Corporate Secretary | ||
| Email: [**] | ||
| with copies (which shall not constitute notice) to: | ||
| Sidley Austin LLP 1001 Page Mill Road Building 1 Palo Alto, California 94304 Phone: (650) 565-7000 Email: ***@*** Attention: Derek Zaba | ||
| and | ||
| Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Phone: (312) 853-7000 Email: ***@*** | ||
| ***@*** | ||
| Attention: Gary Gerstman | ||
| Scott R. Williams | ||
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Erik B. Nordstrom
| /s/ Erik B. Nordstrom | |
| Erik B. Nordstrom |
| Address: | [**] |
| Attention: | Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
JULIE A. NORDSTROM
| /s/ Julie A. Nordstrom | |
| Julie A. Nordstrom |
| Address: | [**] |
| Attention: | Julie A. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
PETER E. NORDSTROM
| /s/ Peter E. Nordstrom | |
| Peter E. Nordstrom |
| Address: | [**] |
| Attention: | Peter E. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
BRANDY M. NORDSTROM
| /s/ Brandy M. Nordstrom | |
| Brandy M. Nordstrom |
| Address: | [**] |
| Attention: | Brandy F. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
JAMES F. NORDSTROM, JR.
| /s/ James F. Nordstrom, Jr. | |
| James F. Nordstrom, Jr. |
| Address: | [**] |
| Attention: | James F. Nordstrom, Jr. |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Katharine T. Nordstrom 2007
Trust Agreement
| By: | /s/ James F. Nordstrom, Jr. | |
| Name: | James F. Nordstrom, Jr. | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | James F. Nordstrom, Jr. |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
JULIA K. Nordstrom 2007
Trust Agreement
| By: | /s/ James F. Nordstrom, Jr. | |
| Name: | James F. Nordstrom, Jr. | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | James F. Nordstrom, Jr. |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
AUDREY G. Nordstrom 2007
Trust Agreement
| By: | /s/ James F. Nordstrom, Jr. | |
| Name: | James F. Nordstrom, Jr. | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | James F. Nordstrom, Jr. |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
LISA Nordstrom
| /s/ Lisa Nordstrom | |
| Lisa Nordstrom |
| Address: | [**] |
| Attention: | Lisa Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
ANNE E. GITTINGER
| /s/ Anne E. Gittinger | |
| Anne E. Gittinger |
| Address: | [**] |
| Attention: | Anne E. Gittinger |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
1976 Elizabeth J. Nordstrom Trust
FBO Anne Gittinger
| By: | /s/ Anne E. Gittinger | |
| Name: | Anne E. Gittinger | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Anne E. Gittinger |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Anne E. Gittinger Trust
u/w Everett W. Nordstrom
| By: | /s/ Charles W. Riley, Jr. | |
| Name: | Charles W. Riley, Jr. | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Charles W. Riley, Jr. |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
SUSAN E. DUNN
| /s/ Susan E. Dunn | |
| Susan E. Dunn |
| Address: | [**] |
| Attention: | Susan E. Dunn |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Susan E. Dunn Trust u/w Elizabeth J. Nordstrom
| By: | /s/ Susan E. Dunn | |
| Name: | Susan E. Dunn | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Susan E. Dunn |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
ESTATE OF Bruce A. Nordstrom
| By: | /s/ Margaret Jean O’Roark Nordstrom | |
| Name: | Jeannie (Margaret Jean O’Roark) Nordstrom | |
| Title: | Co-Executor | |
| By: | /s/ Peter E. Nordstrom | |
| Name: | Peter E. Nordstrom | |
| Title: | Co-Executor | |
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Co-Executor |
| Address: | [**] |
| Attention: | Jeannie Nordstrom, Peter E. Nordstrom and Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
1976 BRUCE A. NORDSTROM TRUSt
(aka 1976 ELIZABETH J. NORDSTROM TRUST
FBO BRUCE A. NORDSTROM)
| By: | /s/ Peter E. Nordstrom | |
| Name: | Peter E. Nordstrom | |
| Title: | Co-Trustee |
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Co-Trustee |
| Address: | [**] |
| Attention: | Peter E. Nordstrom and Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
TRUST A U/W FRANCES W. NORDSTROM
| By: | /s/ Peter E. Nordstrom | |
| Name: | Peter E. Nordstrom | |
| Title: | Co-Trustee | |
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Co-Trustee | |
| By: | /s/ Charles W. Riley, Jr. | |
| Name: | Charles W. Riley, Jr. | |
| Title: | Co-Trustee | |
| Address: | [**] |
| Attention: | Peter E. Nordstrom, Erik B. Nordstrom and Charles W. Riley, Jr. |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
JEANNIE (Margaret Jean O'Roark) Nordstrom
| /s/ Jeannie (Margaret Jean O’Roark) Nordstrom | |
| Jeannie (Margaret Jean O'Roark) Nordstrom |
| Address: | [**] |
| Attention: | Jeannie Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
BRUCE AND JEANNIE NORDSTROM 2010 MFN TRUST
| By: | /s/ Peter E. Nordstrom | |
| Name: | Peter E. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Peter E. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
PETE AND BRANDY NORDSTROM 2010 MFN TRUST
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
BRUCE AND JEANNIE NORDSTROM 2012 CFN TRUST
| By: | /s/ Peter E. Nordstrom | |
| Name: | Peter E. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Peter E. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
PETE AND BRANDY NORDSTROM 2012 CFN TRUST
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
PETE AND BRANDY NORDSTROM 2012 CHILDREN'S TRUST
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Leigh E. Nordstrom
| /s/ Leigh E. Nordstrom | |
| Leigh E. Nordstrom |
| Address: | [**] |
| Attention: | Leigh E. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Samuel C. Nordstrom
| /s/ Samuel C. Nordstrom | |
| Samuel C. Nordstrom |
| Address: | [**] |
| Attention: | Samuel C. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Sara D. Nordstrom
| /s/ Sara D. Nordstrom | |
| Sara D. Nordstrom |
| Address: | [**] |
| Attention: | Sara D. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
ERIK AND JULIE NORDSTROM 2012
SARA D. NORDSTROM TRUST
| By: | /s/ Peter E. Nordstrom | |
| Name: | Peter E. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Peter E. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
LN 1989 TRUST JWN
| By: | /s/ Linda Nordstrom | |
| Name: | Linda Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Linda Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
LN Holdings JWN L.L.C.
| By: | /s/ Kimberly Mowat Bentz | |
| Name: | Kimberly Mowat Bentz | |
| Title: | Manager |
| Address: | [**] |
| Attention: | Kimberly Mowat Bentz |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
LN Holdings JWN II LLC
| By: | /s/ Kimberly Mowat Bentz | |
| Name: | Kimberly Mowat Bentz | |
| Title: | Manager |
| Address: | [**] |
| Attention: | Kimberly Mowat Bentz |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
LN Medina Family LLC
| By: | /s/ Kimberly Mowat Bentz | |
| Name: | Kimberly Mowat Bentz | |
| Title: | Manager |
| Address: | [**] |
| Attention: | Kimberly Mowat Bentz |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Alexandra F. Nordstrom
| /s/ Alexandra F. Nordstrom | |
| Alexandra F. Nordstrom |
| Address: | [**] |
| Attention: | Alexandra F. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Blake & Molly Nordstrom 2012 TRUST
fbo Alexandra F. Nordstrom
| By: | /s/ Alexandra F. Nordstrom | |
| Name: | Alexandra F. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Alexandra F. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Andrew L. Nordstrom
| /s/ Andrew L. Nordstrom | |
| Andrew L. Nordstrom |
| Address: | [**] |
| Attention: | Andrew L. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Blake and Molly Nordstrom 2012 TRUST
FBO Andrew L Nordstrom
| By: | /s/ Andrew L. Nordstrom | |
| Name: | Andrew L. Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Andrew L. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
Molly Nordstrom
| /s/ Molly Nordstrom | |
| Molly Nordstrom |
| Address: | [**] |
| Attention: | Molly Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
BWN Trust u/w Blake W. Nordstrom
| By: | /s/ Molly Nordstrom | |
| Name: | Molly Nordstrom | |
| Title: | Trustee |
| Address: | [**] |
| Attention: | Molly Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
| Mari Mowat Wolf | |
| /s/ Mari Mowat Wolf | |
| Mari Mowat Wolf |
| Address: | [**] |
| Attention: | Mari Mowat Wolf |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
| Kimberly Mowat Bentz | |
| /s/ Kimberly Mowat Bentz | |
| Kimberly Mowat Bentz |
| Address: | [**] |
| Attention: | Kimberly Mowat Bentz |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
| Blake Mowat Bentz 1991 Trust | ||
| By: | /s/ Kimberly Mowat Bentz | |
| Name: | Kimberly Mowat Bentz | |
| Title: | Trustee | |
| Address: | [**] |
| Attention: | Kimberly Mowat Bentz |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
| Kyle Andrew Bentz Trust 1993 | ||
| By: | /s/ Kimberly Mowat Bentz | |
| Name: | Kimberly Mowat Bentz | |
| Title: | Trustee | |
| Address: | [**] |
| Attention: | Kimberly Mowat Bentz |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Ballard Spahr
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101
| E-mail: | ***@*** |
| Attention: | Michael E. Morgan |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
Solely with respect to Sections 1, 11 and 14 through 23 of the Rollover and Support Agreement (as amended by the Amendment):
| NORDSTROM HOLDINGS, INC. | ||
| By: | /s/ Erik B. Nordstrom | |
| Name: | Erik B. Nordstrom | |
| Title: | Co-Chief Executive Officer | |
| Address: | [**] |
| Attention: | Erik B. Nordstrom |
| Email: | [**] |
with copies (which shall not constitute notice) to:
Wilmer Cutler Pickering Hale & Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
| E-mail: | ***@*** |
| Attention: | Keith Trammell |
and
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
| E-mail: | ***@*** |
| ***@*** | |
| Attention: | Benjamin P. Schaye |
| Juan F. Méndez |
[Signature Page to Amendment No. 1 to Rollover, Voting and Support Agreement (Family Group)]
