AMENDMENT TO STOCK OPTION AND SAR AGREEMENTS
1. Reference is made to the Amended and Restated Nonqualified Stock
Option Agreement, dated as of February 20, 1998, the Nonqualified Stock
Option Agreement, dated as of July 17, 1998 and the Nonqualified Stock Option
Agreement, dated as of December 10, 1998 (collectively, the "Option
Agreements"), in each case, between Xxxxxxx Xxxxxx ("Optionee") and Dal-Tile
International Inc. (the "Company"). Terms defined in the Option Agreements
are used herein as so defined. Section 4 of each of the Option Agreements is
hereby amended and modified to provide that, upon termination of Optionee's
employment with the Company for any reason other than Cause (as defined in
Optionee's Employment Agreement), Optionee's Options shall (to the extent
vested pursuant to the terms of the Option Agreements and the Plan) remain
exercisable until the expiration of their respective terms. This amendment
is not intended to modify in any other respect the provisions of the
Agreements, which shall remain in full force and effect as so modified, and
in particular this amendment does not modify the provisions of the Option
Agreements or the Plan relating to vesting or termination for Cause.
2. Reference is made to the Stock Appreciation Rights Agreement, dated
as of February 20, 1998, covering Stock Appreciation Rights with respect to 2
million shares of Common Stock, and the Stock Appreciation Rights Agreement,
dated as of February 20, 1998, covering Stock Appreciation Rights with
respect to 250,000 shares of Common Stock (collectively, the "SAR
Agreements"), in each case, between Xxxxxxx Xxxxxx ("Grantee") and the
Company. Terms defined in the SAR Agreements are used herein as so defined.
Section 6.3 of each of the SAR Agreements is hereby amended and modified to
provide that, upon termination of Grantee's employment with the Company for
any reason other than Cause (as defined in Grantee's Employment Agreement),
Grantee's SARs shall (to the extent vested pursuant to the terms of the SAR
Agreements) remain exercisable until the expiration of their respective
terms. This amendment is not intended to modify in any other respect the
provisions of the SAR Agreements, which shall remain in full force and effect
as so modified, and in particular this amendment does not modify the
provisions of the SAR Agreements relating to vesting or termination for Cause.
IN WITNESS WHEREOF, the parties have hereto executed this Agreement as of
August 5, 1999.
DAL-TILE INTERNATIONAL INC.
By: /s/ Xxxx X. Xxxxx
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Title: Vice President/Secretary
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
