EXHIBIT 10.26
AMENDMENT TO RESTRICTED STOCK AGREEMENT
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT, dated as of June 22, 2001
is made by and between Xxxxx-Illinois, Inc., a Delaware corporation (the
"Company") and [____________], an employee of the Company or a Parent
Corporation or a Subsidiary (the "Employee"):
WHEREAS, the Company has established the Xxxxx-Illinois 1997 Equity
Participation Plan (the "Plan"); and
WHEREAS, the Plan provides for the issuance of shares of the Company's
Common Stock, subject to certain restrictions thereon; and
WHEREAS, by Restricted Stock Agreement dated as of May 17, 1999 between
the Company and the Employee (the "Agreement"), the Employee was granted certain
shares of Restricted Stock (as defined in the Agreement); and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company has determined it would be to the advantage and best interest of the
Company and its stockholders to amend the Agreement as provided for herein in
partial consideration of services rendered, or to be rendered, to the Company
and/or its subsidiaries; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Sections 3.1 and 3.2 of the Agreement are hereby amended to read, in
their entirety, as follows:
"SECTION 3.1. REACQUISITION OF RESTRICTED STOCK
Until vested, all shares of Restricted Stock issued to the
Employee pursuant to this Agreement are subject to reacquisition by
the Company immediately upon a Termination of Employment other than
from death or total disability (as determined by the Committee in
accordance with Company plans and policies), in which event all
shares of Restricted Stock shall immediately fully vest and all
Restrictions with respect to such shares of Restricted Stock shall
immediately expire. Following any reacquisition by the Company
pursuant to this Section 3.1, the Company shall promptly pay to the
Employee an amount equal to the product of $.01 times the number of
shares of Restricted Stock reacquired.
SECTION 3.2 LAPSE OF RESTRICTIONS.
The Restricted Stock shall fully vest, and all Restrictions
thereon shall immediately expire upon the later to occur of (a) the
third anniversary of this Agreement, and (b) either (i) Employee's
retirement (whether normal or early, as determined in accordance
with Company plans and policies) from the Company, or (ii) a
Termination of Employment that is not initiated by, and not
voluntary on the part of the Employee, other than for Cause. Upon
the vesting of the shares and subject to Section 5.3, the Company
shall cause new certificates to be issued with respect to such
vested shares and delivered to the Employee or his legal
representative, free from the legend provided for in Section 3.3 and
any of the other Restrictions. Such vested shares shall cease to be
considered Restricted Stock subject to the terms and conditions of
this Agreement."
2. To the extent inconsistent with the following, Article IV of the
Agreement is hereby amended to read, in its entirety, as follows:
"ARTICLE IV.
NON-COMPETITION/NON-SOLICITATION
SECTION 4.1. COVENANT NOT TO COMPETE
Employee covenants and agrees that prior to Employee's
Termination of Employment and for a period of three (3) years
following the Employee's Termination of Employment, Employee shall
not, in the United States of America or in any other country in
which the Company manufactures or sells it products, engage,
directly or indirectly, whether as principal or as agent, officer,
director, employee, consultant, shareholder or otherwise, alone or
in association with any other person, corporation or other entity,
in any Competing Business.
SECTION 4.2. NON-SOLICITATION OF EMPLOYEES
Employee agrees that prior to his Termination of Employment and
for three (3) years following Employee's Termination of Employment,
including without limitation termination by the Company for Cause or
without Cause, Employee shall not, directly or indirectly, solicit
or induce, or attempt to solicit or induce, any employee of the
Company to leave the employment of the Company for any reason
whatsoever, or hire any employee of the Company except into the
employment of the Company.
SECTION 4.3. EXCEPTION
Notwithstanding anything contained in this Agreement to the
contrary, the
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restrictions set forth in Section 4.1 above shall lapse and be of no
further effect in the event of a Termination of Employment that is
not initiated by, and not voluntary on the part of the Employee,
other than for Cause."
3. Except as otherwise provided herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company and the Employee have caused this
Amendment to be executed as of the day and year first above written.
XXXXX-ILLINOIS, INC.
By:
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Its: Executive Vice President
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Employee
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Address
Employee's Taxpayer
Identification Number:
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