Exhibit 10.26
STOCK OPTION AGREEMENT
(NON-ISO/ALTERNATIVE SAR)
This Agreement made this _____ day of March, 1997, by and between Graco
Inc., a Minnesota corporation (the "Company") and (the "Employee").
WHEREAS, the Employee and the Company entered into a Stock Option Agreement
(NON-ISO/Alternative SAR) on the 4th day of May, 1993, (the "Option Agreement")
which contains provisions permitting the Employee to exercise stock appreciation
rights as an alternative to the stock options granted by the Option Agreement to
the Employee under the Graco Inc. Long Term Stock Incentive Plan;
WHEREAS, the parties to the Option Agreement wish to remove the provisions
relating to alternative stock appreciation rights from the Option Agreement;
NOW, THEREFORE, the parties hereby mutually agree, for good and valuable
consideration, which is hereby acknowledged, to amend the Option Agreement by
deleting the words enclosed in quotation marks and the identified sections from
the Option Agreement as follows:
1. "/Alternative SAR" from the title;
2. "and an alternative SAR" from the first WHEREAS clause;
3. Section 1(c) in its entirety; and
4. Section 4 in its entirety.
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be
executed as of the day and year first above written.
GRACO INC.
__________________________________
By
Its:
__________________________________
Employee
