Exhibit 10.26
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT OF
XXXX X. XXXXXX
This First Amendment to Employment Agreement of Xxxx X. Xxxxxx, effective
April 17, 2002, hereby amends the Employment Agreement, dated December 1, 2000,
entered into by Xxxx X. Xxxxxx and CUNO Incorporated, as follows:
Paragraph 3(c), is deleted in its entirety and is replaced with new Paragraph
3(c), as follows:
3(c) Restricted Shares. Provided the Executive remains in the employ of
the Company, the Company shall grant to Executive, restricted shares of
the Company's Common Stock, as follows:
Date Award (# shares)
---- ----------------
December 1, 2000 20,219
April 17, 2002 1,000
December 1, 2002 1,000
December 1, 2003 1,000
Each award shall be made pursuant to the Company's 1996 Stock Incentive
Plan, as amended, (with 4-year vesting) or any successor plan.
Paragraph 3(d), is deleted in its entirety and is replaced with new Paragraph
3(d), as follows:
3(d) Options. Provided Executive remains in the employ of the Company, the
Company shall grant to Executive options to purchase shares of the
Company's Common Stock in the form of non-qualified stock options pursuant
to the Company's 1996 Stock Incentive Plan, as amended, or any successor
plan. The option awards shall be as follows:
Date NQSOs
---- -----
December 1, 2000 30,330
December 1, 2001 29,708
April 17, 2002 6,000
December 1, 2002 36,000
December 1, 2003 36,000
Any option award may, prior to the date of the grant, be increased at the
discretion of the Compensation Committee of the Board (the "Committee").
The Option Price for options granted pursuant to this paragraph 3(d) shall
be the closing price of the Company's Common Stock on the day of the
grant. If the grant date falls on Saturday, Sunday or any other day when
the Company's Common Stock is not publicly traded, the Option Price for
such grant shall be the closing price of the Company's Common Stock on the
next day when the Stock is publicly traded.
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The remainder of the Employment Agreement, unaffected by this First
Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment
Agreement of Xxxx X. Xxxxxx, as of the date first written above.
EXECUTIVE CUNO INCORPORATED
/s/ Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
------------------------- ------------------------------
XXXX X. XXXXXX XXXX X. XXXXXX
General Counsel and Secretary
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