EXHIBIT 99.10
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AMENDMENT
to
EMPLOYMENT AGREEMENT
This "Amendment" to the Employment Agreement dated as of March 22,
1997 ("Agreement"), between Stimsonite Corporation, a Delaware corporation
("Company"), and Xxxxxx X. Xxxxx ("Executive"), is made and entered into as of
the 4th day of June 1999.
WHEREAS, the Company has entered into an Agreement and Plan of Merger
dated as of June 4, 1999 ("Merger Agreement"), with Xxxxx Xxxxxxxx Corporation,
a Delaware corporation ("ADC"), and Vision Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of ADC, which constitutes a Change in
Control (as defined in Section 9(a) of each of the forms of Nonqualified Stock
Option Agreement attached as Exhibit C and Exhibit D to the Agreement); and
WHEREAS, in consideration of Executive's substantial contributions to
the Company during the past two years and in the light of the Change in Control,
the Company desires to amend and restate the provisions of Section 10(c) and
Section 10(d) of the Agreement to provide the Executive with the opportunity to
realize the benefits of the stock options to be granted to the Executive
thereunder; and
WHEREAS, in recognition of the fact that inconsistencies exist between
the provisions of Section 12 of the Agreement and Section 5 of the Change in
Control Agreement between the Company and the Executive dated as of April 23,
1999 ("Change in Control Agreement"), the Company and the Executive desire to
amend Section 12 of the Agreement to provide that, to the extent that there are
inconsistencies between any of the provisions of Section 12 of the Agreement and
any of the provisions of Section 5 of the Change in Control Agreement, the
provisions of Section 5 of the Change in Control Agreement shall control for so
long as the Change in Control Agreement shall be in effect.
NOW, THEREFORE, the Company and Executive hereby agree as follows:
1. Section 10(c) of the Agreement is amended and restated to
hereafter read in its entirety as follows:
(c) On the first date (before the Termination Date) on which the
Common Stock has a closing price equal to or greater than $9.00 per
share for a 30th consecutive trading day, Executive will receive a
stock option to purchase 100,000 shares of Common Stock at an exercise
price per share of $9.00 and with such additional terms as are set
forth in the form of non-qualified stock option agreement attached to
this Agreement as Exhibit C; provided, however, if the closing price
of the Common Stock is equal to or greater than $9.00 per share on the
last trading day preceding the Effective Time (as defined in the
Agreement and Plan of Merger
("ADC"), and Vision Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of ADC) ("Last Trading Day"), such stock
option shall be deemed to have been granted to Executive, and shall be
deemed fully vested and exercisable, immediately prior to the
Effective Time, regardless of whether the closing price the Common
Stock was equal to or greater than $9.00 per share on each of the 29
consecutive trading days immediately preceding the Last Trading Day,
provided that (i) the Effective Time occurs before the Termination
Date and (ii) such stock option has not been previously granted
pursuant to the foregoing provisions of this Section 10(c). If the
Merger Agreement shall be terminated prior to the Effective Time, the
provisions of both of the provisos to the immediately preceding
sentence shall be null and void and of no further force or effect.
2. Section 10(d) of the Agreement is amended and restated to
hereafter read in its entirety as follows:
(d) On the first date (before the Termination Date) on which the
Common Stock has a closing price equal to or greater than $11.00 per
share for a 30th consecutive trading day, Executive will receive a
stock option to purchase 100,000 shares of Common Stock at an exercise
price per share of $11.00 and with such additional terms as are set
forth in the form of non-qualified stock option agreement attached to
this Agreement as Exhibit D; provided, however, if the closing price
of the Common Stock is equal to or greater than $11.00 per share on
the Last Trading Day, such stock option shall be deemed to have been
granted to Executive, and shall be deemed fully vested and
exercisable, immediately prior to the Effective Time, regardless of
whether the closing price the Common Stock was equal to or greater
than $11.00 per share on each of the 29 consecutive trading days
immediately preceding the Last Trading Day, provided that (i) the
Effective Time occurs before the Termination Date and (ii) such stock
option has not been previously granted pursuant to the foregoing
provisions of this Section 10(d). If the Merger Agreement shall be
terminated prior to the Effective Time, the provisions of both of the
provisos to the immediately preceding sentence shall be null and void
and of no further force or effect.
3. Section 12 of the Agreement is amended to include a new
subsection (d), which shall read in its entirety as follows:
(d) To the extent that there shall be any inconsistency between
any of the provisions of this Section 12 and any of the provisions of
Section 5 of the Change in Control Agreement between the Company and
Executive dated as of April 23,
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1999 ("Change in Control Agreement"), the provisions of Section 5 of
the Change in Control Agreement shall control for so long as the
Change in Control Agreement shall be in effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
STIMSONITE CORPORATION
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman of the Board
EXECUTIVE
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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