EXHIBIT 10(n)(i)
UST
AMENDMENT
This Agreement amends the First Amended and Restated Employment Agreement
between Xxxx X. Xxxxxxxx and UST Corp. dated as of the 21st day of November,
1995 (the "Employment Agreement"). All capitalized terms used in this Agreement
shall have the meaning ascribed to them in the Employment Agreement unless
otherwise provided herein.
1. The original term of the Employment Agreement is hereby extended such
that it shall expire on January 4, 2000.
2. The Employee's base salary is hereby increased effective January 1,
1997, to a rate of $480,000 per annum.
3. In addition to the stock options previously granted the Employee as set
forth in Section II of the Employment Agreement, the Employee is
granted on January 2, 1997, a total of 50,000 stock options under the
Plan, priced at fair market value at the close of trading on January 2,
1997, as reported by the Wall Street Journal (the "Exercise Price").
The options shall vest as follows: (i) one third of the shares on
January 2, 1997; (ii) one third on the earlier of January 2, 1998 or
the first trading day on which the closing price of UST Common Stock
shall have equaled or exceeded for ten consecutive trading days the
Exercise Price plus Three Dollars ($3.00); and (iii) the last third on
the earlier of January 2, 1999 or the first trading day on which the
closing price of UST Common Stock shall have equaled or exceeded for
ten consecutive trading days the Exercise Price plus Six Dollars
($6.00).
4. In addition to shares of Restricted Stock previously granted the
Employee as set forth in Section II of the Employment Agreement, the
Employee is granted on January 2, 1997 a total 10,800 shares of
Restricted Stock under the plan which shall vest on January 2, 1999, in
accordance with the Plan.
5. The options and Restricted Stock granted to the Employee under this
Agreement shall vest in accordance with Section VIIIC. of the
Employment Agreement in the event of a Change of Control.
6. Except as expressly modified herein, the Employment Agreement, and all
of its terms and provisions, shall remain in full force and effect.
UST Corp.
00 Xxxxx Xxxxxx. Xxxxxx. Xxxxxxxxxxxxx 00000
(000) 000-0000 Telex 951494 UST BSN
Intending to be legally bound, the parties have signed this Agreement as of
the 17th day of December, 1996.
UST CORP:
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Title: Chairman of the Board
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
