EXHIBIT 99.6
XXXXXXXX & XXXXX, INC.
1993 STOCK AND INCENTIVE PLAN
AMENDMENT TO
RESTRICTED STOCK AWARD AGREEMENT
This Amendment to Restricted Stock Award Agreement made as of
April 30, 1997 among the undersigned, amends that certain Restricted Stock
Award Agreement, dated as of _________________ (the "Award Agreement"), among
Xxxxxxxx & Xxxxx, Inc. (the "Company") and the undersigned employee of the
Company and/or one or more of its subsidiaries (the "Key Employee").
WITNESSETH:
WHEREAS, the Company maintains the Xxxxxxxx & Xxxxx, Inc. 1993 Stock
and Incentive Plan (hereinafter the "1993 Plan"); and
WHEREAS, an award of restricted stock has been made to the Key
Employee under the 1993 Plan pursuant to the Award Agreement; and
WHEREAS, the Award Agreement provides that it may not be modified
except by written consent of the parties thereto; and
WHEREAS, the Company and the Key Employee deem it desirable to amend
the Award Agreement.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. DEFINITIONS. All capitalized terms which are not otherwise
defined herein shall have the meanings assigned such terms in the Award
Agreement or the 1993 Plan, as applicable.
2. AMENDMENT TO THE AWARD AGREEMENT. From and after the date
hereof, Paragraph 8(a) of the Award Agreement is hereby amended and restated
in its entirety as follows:
"(a) If there occurs prior to the Release Date a Change in Control
of the Company (as defined below) the restriction of Paragraph 2
applicable to the number of shares listed opposite the "Target" earnings
per share of Schedule A hereto (except for any such shares which were
previously forfeited to the Company) shall terminate without action by the
Committee on the date of such Change of Control of the Company and such
Restricted Stock shall be free of such restrictions and except as provided
in Paragraph 4 hereof, freely transferable."
3. MISCELLANEOUS. (a) Except as otherwise expressly provided
in this Amendment, all of the terms, conditions and provisions of the Award
Agreement remain unaltered and are in full force and effect. The Award
Agreement and this Amendment shall be read and construed as one Agreement.
(b) This Amendment shall be governed and construed in accordance
with the laws of the State of Wisconsin applicable to contracts made and to
be performed therein by and between residents thereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal hereunto
affixed, and the Key Employee has hereunto affixed his hand and seal, all on
the day and year set forth above.
XXXXXXXX & XXXXX, INC.
(CORPORATE SEAL)
By
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[Name]
[Title]
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[Name]
Key Employee
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