EXHIBIT 10.30
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT OF
XXXX X. XXXXXX
This Second Amendment to Employment Agreement of Xxxx X. Xxxxxx,
effective November 19, 2003, 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) Vesting Term
---------------- ---------------- ------------
December 1, 2000 20,219 4 years
April 17, 2002 1,000 4 years
December 1, 2002 1,000 4 years
December 1, 2003 23,000 5 years
Each award shall be made pursuant to the Company's 1996 Stock Incentive
Plan, as amended, 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
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.
The remainder of the Employment Agreement, unaffected by this Second
Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second 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
