Sample Business Contracts

Split-Dollar Agreement [Amendment No. 2] - Martha Stewart Living Omnimedia Inc., Martha Stewart and The Martha Stewart Family LP

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         This amendment is made and entered into this 1st day of January, 2003,
by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation,
having and address of 11 West 42nd Street, New York, New York, 10036
("Corporation"), Martha Stewart, an individual residing in the state of
Connecticut ("Employee"), and The Martha Stewart Family Limited Partnership, a
Connecticut limited partnership ("Owner").


         WHEREAS, the Corporation, the Employee and the Owner (collectively the
"parties") executed an agreement on February 28, 2001 known as the "Split Dollar
Agreement", which agreement was then amended on January 28, 2002 ("the
Agreement"); and

         WHEREAS, the parties now wish to amend the Agreement in certain

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement and other consideration the sufficiency of which is hereby
acknowledged, the parties agree as follows:

         1. A new Section 19 is added to the Agreement as follows:

         19. Waiver of Payment Obligation.

         Notwithstanding anything to the contrary in this Agreement, the
Corporation will not be required to make any further premium payments pursuant
to the Agreement following the payment required to be made in 2002 unless the
Corporation receives an opinion of counsel satisfactory to the Corporation that
the payment of such premiums will not violate applicable laws.

         2. All capitalized terms used herein without definition shall have the
meanings given to them in the Agreement.

                             MARTHA STEWART LIVING OMNIMEDIA, INC.

                             By: /s/ Greg Blatt
                                Name:  Greg Blatt
                                Title: EVP, Business Affairs and General Counsel

                              /s/ Martha Stewart
                             Martha Stewart


                             By: /s/ Martha Stewart
                                Name:  Martha Stewart
                                Title: General Partner