EXHIBIT 10.69
AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
FOR THE
XXXXXXX COMPANIES, INC. 1990 STOCK INCENTIVE PLAN
THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT FOR THE
XXXXXXX COMPANIES, INC. 1990 STOCK INCENTIVE PLAN ("Amendment")
is entered into as of the 29th day of February, 2000 by and
between Xxxxxxx Companies, Inc., an Oklahoma corporation (the
"Company"), and E. Xxxxxxx Xxxxx (the "Participant").
WITNESSETH:
WHEREAS, the Company and the Participant have previously
entered into that certain Restricted Stock Award Agreement for
the Xxxxxxx Companies, Inc. 1990 Stock Incentive Plan dated
November 1, 1997 (the "Agreement"), which provided that the
Company would grant to the Participant an award of 100,000 shares
of voting common stock of the Company in exchange for the
Participant's performing future services for the Company pursuant
to the terms of the Agreement; and
WHEREAS, as of the date hereof, the Participant has already
become 100% vested in 33,334 shares of Stock (as defined in the
Agreement) pursuant to Section A of Exhibit "B" of the Agreement,
and 16,667 shares of Stock pursuant to Section B of Exhibit "B"
of the Agreement; and
WHEREAS, the parties hereto wish to amend Exhibit "B" of the
Agreement to provide that the remaining 33,333 unvested shares of
Stock that were subject to performance vesting under Section "B"
shall instead become vested upon achievement by the Company of
other performance standards and requirements as set forth in a
new Section C of Exhibit "B"; and
WHEREAS, this Amendment is not intended and shall not be
construed as increasing the aggregate number of shares of Stock
subject to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
that Exhibit "B" of the Agreement shall be amended to read as
follows:
"EXHIBIT 'B'
VESTING OF RESTRICTED STOCK
Restricted Stock shall vest in accordance with the
following terms during the 'Award Period' which shall
commence November 1, 1997 and shall terminate July 20,
2001, if not sooner vested. Shares not fully vested
during the Award Period shall be forfeited by the
Participant at the end of the Award Period.
A. Fifty thousand (50,000) shares of Stock in the
Award will be subject to vesting based upon the
Participant's continuous employment with the Company
and/or any of its Subsidiaries through the vesting
dates set forth on the following table:
Vesting Date Number of Shares Vested
------------ -----------------------
January 1, 1998 16,667
January 1, 1999 16,667
January 1, 2000 16,666
B. Sixteen thousand, six hundred sixty-seven (16,667)
shares of Stock in the Award will be subject to vesting
based upon the Stock of the Company achieving and
maintaining for 20 consecutive trading days from and
after October 31, 1997, the following Current Market
Values:
Current Market Value Number of Shares Vested
-------------------- -----------------------
$18.25 16,667
For purposes of this Agreement, 'Current Market Value'
shall mean the closing price for shares of Stock as reported
on the New York Stock Exchange as reflected in the Wall
Street Journal Southwest Edition. These shares of Stock are
vested.
C. Thirty-three thousand, three hundred thirty-three (33,333)
shares of Stock in the Award will be subject to vesting based
upon the fulfillment of all of the following conditions:
(i) The Participant shall have completed continuous employment
with the Company through July 20, 2001;
(ii) The Company shall have achieved the 'Target' as such term is
defined in that certain Letter Agreement effective as of June 1,
1999, between the Company and Ernst & Young LLP covering Phase II
of the Low Cost Pursuit Program (the 'Performance Vesting
Objective'); and
(iii) The Participant shall have taken all necessary steps to
identify and propose to the Company a suitable candidate to
succeed the Participant as Executive Vice President-Wholesale, of
the Company upon the Participant's retirement or termination of
employment from the Company. Such steps will include, but not be
limited to, preparing a job description, conducting a search for
candidates, interviewing candidates, and conducting negotiations
with the prospective candidates.
Any question regarding satisfaction of conditions in
clauses (ii) and (iii) above shall be resolved by the
Chairman and Chief Executive Officer of the Company in
his sole and absolute discretion."
The Agreement is not amended in any respect except as herein
provided.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
"Company" XXXXXXX COMPANIES, INC., an
Oklahoma corporation
XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx, Senior Vice
President - Human Resources
"Participant" E. XXXXXXX XXXXX
E. Xxxxxxx Xxxxx
