Exhibit 10a
FIRST AMENDMENT
TO
1992 XXXXXXXX CORPORATION
STOCK INCENTIVE PLAN
AGREEMENTS
The Agreements dated August 12, 1992 (150,000 shares at $13.22), and August 12,
1992 (150,000 shares at $16.525), by and between Xxxxxxxx Corporation (the
"Company") and Xxxx X. Xxxx (the "Optionee") with respect to Nonqualified Stock
Options granted to Optionee under the 1992 Xxxxxxxx Corporation Stock Incentive
Plan (collectively, the "Agreements") are amended as follows:
A. Paragraphs 4, 5 and 6 of the Agreements are deleted in their entirety and
the following paragraphs are inserted in their place:
4. Termination of Employment by Death. If, without having fully exercised
this Option, Optionee s employment with the Company is terminated by
reason of death, any outstanding Options granted to Participant that are
not exercisable at the date of termination shall become fully
exercisable, except for Options granted within six (6) months prior to
the date of death, which Options shall not become fully exercisable until
the next business day after the sixth month anniversary of the Date of
Grant. Optionee s beneficiary (or such persons that have acquired
Optionee s rights under the Option by will or by the laws of descent and
distribution) shall have the same right to exercise this Option as
Optionee had during his or her lifetime, for a period ending on the Date
of Expiration set forth above.
5. Termination of Employment by Disability. If, without having fully
exercised this Option, Optionee s employment with the Company is
terminated by reason of Disability (as defined in the Plan), any
outstanding Options granted to Participant that are not exercisable at
the date of termination shall become fully exercisable, except for
Options granted within six (6) months prior to the date of termination,
which Options shall not become fully exercisable until the next business
day after the sixth month anniversary of the Date of Grant. Optionee
shall have the same right to exercise this Option as Optionee had during
his or her employment for a period ending on the Date of Expiration set
forth above.
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6. Termination of Employment by Retirement. If, without having fully
exercised this Option, Optionee s employment with the Company is
terminated by reason of Retirement (as defined under the then established
rules of the Company s tax-qualified retirement plans), any outstanding
options granted to Participant that are not exercisable at the date of
termination shall become fully exercisable, except for Options granted
within six (6) months prior to the date of termination, which Options
shall not become fully exercisable until the next business day after the
sixth month anniversary of the Date of Grant. Optionee shall have the
same right to exercise this Option as Optionee had during his or her
employment for a period ending on the Date of Expiration set forth above.
B. All other terms and conditions of the Agreements remain in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed
effective as of the 9th day of August, 1995.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Vice President-General
Counsel and Secretary
OPTIONEE
/s/ Xxxx X. Xxxx
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XXXX X. XXXX
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