Exhibit 10.13
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT
First Amendment dated as of December 17, 1996 to the Stockholders Agreement
dated as of August 5, 1996 (the "Stockholders Agreement") among FURNISHINGS
INTERNATIONAL INC. and its stockholders; defined terms used herein and not
otherwise defined are used herein as defined in the Stockholders Agreement.
Certain managers have expressed a desire to give a limited number of shares
of HFG Common Stock to their own parents or to their spouse's parents, which
gifts would require an amendment to the current definition of "Permitted
Transferee" in the Stockholders Agreement.
The undersigned wish to effect such an amendment, so long as the total
number of shares of HFG Common Stock so transferred does not exceed 1,000 shares
in the aggregate (i.e., 0.1% of the HFG Common Stock on a Fully-Diluted Basis).
The undersigned have the authority to effect such an amendment pursuant to
Sections 7.2 and 7.4 of the Stockholders Agreement.
Accordingly, the undersigned hereby amend clause (i) of the definition of
"Permitted Transferee" in Section 1.1(a) of the Stockholders Agreement by adding
the following proviso to the end of such clause:
"provided, however, that the Chairman of the Company may permit any
manager to give a specified number of shares of HFG Common Stock to his or
her parents, to his or her spouse's parents, or to any thereof, so long as
the total number of shares of HFG Common Stock transferred by all such
managers pursuant to this proviso does not exceed 1,000 shares in the
aggregate (with appropriate adjustments for stock splits, stock dividends,
and stock combinations)."
In Witness Whereof, the undersigned have executed this First Amendment
(which may be executed in multiple counterparts) as of the date first written
above.
MASCO CORPORATION 399 VENTURE PARTNERS, INC.
By:____________________________ By:______________________________
Its: Senior Vice President and Its:
General Counsel
_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Voting Trustee
Under an Agreement Dated August 5, 1996
FURNISHINGS INTERNATIONAL, INC.
By: __________________________
Its Vice President
First Amendment to
Stockholders Agreement