EXHIBIT 10.1
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EQUITY ONE, INC.
THIRD AMENDMENT TO
STOCKHOLDERS AGREEMENT
This Third Amendment to Stockholders Agreement (the "Third Amendment") is
entered into on May 23, 2003, by and among Equity One, Inc., a Maryland
corporation (the "Corporation"), Alony Hetz Properties & Investments Ltd., an
Israeli corporation or a wholly owned entity (the "Investor"), Gazit-Globe
(1982) Ltd., an Israeli corporation ("Globe"), MGN (USA), Inc., a Nevada
corporation ("MGN"), and GAZIT (1995), Inc., a Nevada corporation ("Gazit").
WHEREAS, the parties hereto have entered into a Stockholders Agreement
dated October 4, 2000 (the "Original Agreement"), a First Amendment to the
Stockholder Agreement dated December 19, 2001 (the "First Amendment") and a
Second Amendment to the Stockholder Agreement dated October 28, 2002 (the
"Second Amendment") (the Original Agreement as amended by the First Amendment
and by the Second Amendment will be referred to herein as the "Stockholders
Agreement") (all terms not otherwise defined herein shall have the meanings
ascribed thereto in the Stockholders Agreement);
WHEREAS, pursuant to the terms of the Stockholders Agreement, the Investor
and Gazit-Globe Group agreed to certain rights relating to the Common Stock
purchased by the Investor; and
WHEREAS, the Investor and Gazit-Globe Group desire to amend a certain
provision of the Stockholders Agreement as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge, the parties hereto agree as follows:
1. Amendment to the Stockholders Agreement. The Stockholders Agreement is
hereby amended as follows:
Section 4 to the Stockholders Agreement is hereby amended by deleting
sub-paragraph (ii) in the first (preamble) paragraph of the Section in its
entirety and inserting in lieu thereof the following:
"(ii)Gazit-Globe owns and/or controls, directly
and/or indirectly through any of its members'
subsidiaries and/or through any agreements or
undertakings made on its (or their) behalf by
other stockholders of the Corporation (including
the Investor), the majority of the Corporation's
common stock entitled to vote at the Corporation's
stockholders meetings with respect to the election
of the Corporation's directors."
2. References. All references in the Stockholders Agreement to "this
Agreement" shall hereafter refer to the Stockholders Agreement as
amended hereby.
3. Counterparts. This Third Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4. Full Force and Effect. The stockholders Agreement, as amended by this
Third Amendment, shall continue in full force and effect, and nothing
herein contained shall be construed as a waiver or modification of
existing rights and obligations under the Stockholders Agreement,
except as such rights or obligations are expressly modified hereby.
5. Governing Law. This Third Amendment will be governed by and construed
in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
executed on their behalf, by their respective officers, thereunto duly
authorized, on the date first written above.
EQUITY ONE, INC.
By: /s/ Chaim Katzman
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Chaim Katzman
Chief Executive Officer
ALONY HETZ PROPERTIES &
INVESTMENTS LTD.
By: /s/ Alony Hetz
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Alony Hetz
Chief Financial Officer and
Chief Executive Officer
M.G.N. (USA), INC.
By: /s/ Chaim Katzman
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Chaim Katzman
Chief Executive Officer
GAZIT (1995) INC.
By: /s/ Chaim Katzman
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Chaim Katzman
Chief Executive Officer
May 23, 2003
To: Gazit-Globe (1982) Ltd. ("Globe")
Re: Appointment of Directors in Equity One, Inc. (the "Corporation")
The undersigned hereby takes the following irrevocable undertaking (this
"Undertaking") towards Globe and all of its subsidiaries (Globe and all of its
subsidiaries shall collectively be referred to herein as "Gazit-Globe Group"):
1. During the Period, as defined herein, the undersigned will vote all of
its Shares, as defined herein, of the Corporation, for nominees to the
Board of Directors of the Corporation as directed in writing by a
representative of Globe.
2. This Undertaking is irrevocable, and cannot be terminated or modified
unless by a written document signed and dully approved by Globe.
3. For the purpose of this Undertaking, the term "Period" shall have the
following meaning: a period during which -
(i) the undersigned and/or his immediate family members own
beneficially and/or of record, directly and/or indirectly through
any entity controlled by him and/or by such family member, 50% or
more of Globe's total outstanding voting capital stock; and
(ii) Gazit-Globe Group owns, directly and/or indirectly through any of
its members' subsidiaries, not less than 20% of the Corporation's
total outstanding voting capital stock.
but in any event the Period shall end no later than at the tenth
anniversary of the date of this Undertaking.
4. For the purpose of this Undertaking, the term "Shares" shall have the
following meaning: shares of the Corporation owned beneficially and/or
of record by the undersigned or controlled by him, including shares of
the Corporation held by the undersigned's immediate family members
and/or by any entity controlled by the undersigned and/or by such
family member; but excluding shares of the Corporation owned by any
members of Gazit-Globe Group.
5. For the purpose of avoiding any doubt, it is hereby clarified that the
undersigned may sell, transfer pledge or make any other disposition
with respect to his Shares, and the provisions of this Undertaking
shall be in effect only with respect to such number of Shares (if at
all) that will remain at the ownership of the undersigned (as
described in Section 4 above) after such sale, transfer, pledge or
other disposition. It is also clarified that any person who receives
any of the shares (either by way of purchase, transfer, pledge or in
any other disposition) shall not be subject to the terms of this
Undertaking, as this Undertaking is personal (in personam) and shall
only to Shares held (as described in Section 4 above) by the
undersigned.
Sincerely,
/s/ Chaim Katzman