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Joinder And Supplement To Stockholders Agreement

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Exhibit 10.8


This JOINDER AND SUPPLEMENT TO STOCKHOLDERS AGREEMENT is made as of ________, 1999, among HF Holdings, Inc., a Delaware corporation (the "Company"), ICON Health & Fitness, Inc., a Delaware corporation ("ICON"), and each of the persons designated as an Employee Stockholder on the signature pages of this Agreement (each an "Employee Stockholder" and, collectively, the "Employee Stockholders").


1. The Company, ICON and certain other parties thereto have entered into a Stockholders Agreement dated as of September 27, 1999 ("Stockholders Agreement");

2. The Company granted options to each Employee Stockholder, and each Employee Stockholder received from the Company, Options to purchase Common Stock, par value $0.001, of the Company ("Common Stock"); and

3. The parties believe that it is in the best interests of the Company and the Stockholders (i) to provide that shares of Common Stock purchased upon the exercise of Plan Options, as hereinafter defined, shall be transferable only upon compliance with the terms hereof; (ii) to provide the Company with certain rights with respect to the purchase of shares of Common Stock from time to time held or to be held by the Employee Stockholders or any subsequent holder of Employee Shares, as hereinafter defined, under certain circumstances; and (iii) to set forth their agreements on certain other matters.


NOW, THEREFORE, the parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized Terms defined in the Stockholders Agreement and not otherwise defined herein are used herein as so defined, and the following terms shall have the following respective meanings:

1.1. "Call Note" shall mean a promissory note of the Company (a) which shall bear interest at the rate of interest at which United States Treasury debt obligations having a two-year maturity (or as close thereto as reasonably possible) bear interest on the date of issuance of such note; (b) the principal of, and all accrued and unpaid interest on, which shall be payable, subject to clauses (c), (d), and (e) of this Section 1.1, in equal installments, the first of which shall be due upon issuance of the note, and the second and third of which shall be due on each of the first and second anniversaries of such issuance, respectively; (c) payment of which shall not be due unless and until each of the Company and any of its subsidiaries, including without limitation ICON, shall be entitled to pay funds for the repurchase of shares of the Company

under the terms of any substantial debt obligation, to which the Company and each subsidiary is, respectively, a party; (d) which shall be subordinated to all other indebtedness of the Company, and shall otherwise contain terms and conditions satisfactory to the lenders of the Company; and (e) all or any part of which the Company may, at its option, prepay.

1.2. "Call Option Price" shall mean the fair market value of such Employee Shares as of the date of the Call Notice, as determined by the Board of Directors of the Company (the "Board") in its discretion. The fair market value determined by the Board shall be binding upon the Company, each Employee Stockholder, and their respective successors and assigns.

1.3. "Employee Shares" shall mean all shares of Common Stock acquired upon the exercise of Plan Options held at any time by any Employee Stockholder or any subsequent holder thereof.

1.4. "Employee Stockholders" shall mean all persons designated as such on the signature pages of this Agreement and each other Person who hereafter agrees to become subject to this Agreement as an Employee Stockholder.

1.5. "Estate" shall mean, as to each Employee Stockholder, the estate thereof.

1.6. "Lien" shall mean any mortgage, pledge, lien, security interest, charge, claim, equity, encumbrance, restriction on transfer or voting, conditional sale or other title retention device, transfer for the purpose of subjection to the payment of any obligation, or restriction on the creation of any of the foregoing; provided, however, that the term "Lien" shall not include restrictions on transfer of securities imposed by applicable state and federal securities laws.

1.7. "Plan Options" shall mean all options to purchase Common Stock of the Company at any time granted to an Employee Stockholder.

1.8. "Significant Public Float" shall be deemed to exist on and after (i) the date of closing of the Initial Public Offering of Common Stock of the Company if as of such date there shall be outstanding shares having an aggregate market value (calculated on the basis of the offering price to the public in such Public Offering) of $200,000,000 or more and (ii) if a Significant Public Float (as defined in clause (i) above) shall not have existed as of the date of closing of the Initial Public Offering, the first date thereafter on which there shall be outstanding shares having an aggregate market value (calculated on the basis of the average of the published best bid and ask or published closing price, through NASDAQ or on a registered exchange, on the five immediately preceding trading days) of $200,000,000 or more.

1.9. "Termination Event" shall mean, with respect to any Employee Stockholder, (i) the termination of the employment of such Person with the Company and each of its Subsidiaries, whether by reason of death, disability, retirement, resignation, discharge with or without cause or for any other reason whatsoever, voluntary or involuntary, or (ii) the failure of any Employee Stockholder to sell his Employee Shares on the terms and pursuant to the provisions of Section 6 of the Stockholders Agreeme
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