AMENDMENT NO. 2 TO THE ST. XXXX COMPANIES, INC.
DEFERRED STOCK GRANT AGREEMENT WITH XXXX XXXXX
WHEREAS, The St. Xxxx Companies, Inc. (the "Company") and
Xxxx Xxxxx (the "Employee") entered into a Deferred Stock Grant
Agreement dated November 2, 1993 (the "Agreement"); and
WHEREAS, the Agreement, as heretofore amended, provides that
the Employee will be entitled to receive the Deferred Shares no
later than March 14, 1997 unless the Employee has a termination
of employment prior to March 14, 1997 for any reason other than
death, disability or involuntary termination without cause; and
WHEREAS, the Company has determined that it is not in the
Company's interest to issue the Deferred Shares to the Employee
on or before March 14, 1997; and
WHEREAS, Company has requested that Employee agree to the
deferral of the Company's delivery of the Deferred Shares to the
Employee, and
WHEREAS, the Employee has indicated that he is willing to
accept the deferral of the Company's delivery of the Deferred
Shares on the condition that the Employee not forfeit his right
to receive the Deferred Shares if he voluntarily terminates his
employment with the Company and all of its subsidiaries prior to
delivery of the Deferred Shares.
NOW THEREFORE, the Company and the Employee hereby agree to
amend Sections 3 and 4 of the Agreement as follows:
3. Issuance of Deferred Shares. The Company shall cause
the issuance, fully paid and nonassessable, and
delivery to the Employee of four thousand Deferred
Shares duly registered in the Employee's name upon the
earliest to occur of the Employee's - (1) return to the
United States from expatriate assignment, (2)
involuntary termination of employment with the Company
(and all of its subsidiaries) for any reason, (3)
voluntary termination of employment with the Company
(and all of its subsidiaries), or (4) death or
disability. The Employee shall be considered to be
disabled if he becomes physically or mentally disabled,
whether totally or partially, so that he is prevented
from satisfactorily performing his duties as an
employee for a period of six consecutive months or for
shorter periods aggregating six months in any period of
twelve consecutive months.
In the event that the Employee is not an employee of
the Company or one of its subsidiaries on the date he
becomes entitled to have his Deferred Shares issued to
him pursuant hereto, the Company may, in lieu of
issuing Deferred Shares, elect to pay to him (or his
surviving spouse or representative of his estate, as
the case may be) an amount equal to the market value on
the date that the Deferred Shares would have otherwise
been issuable to him. The "market value" of such
Deferred Shares shall be the closing price in the
principal United States market for common shares of the
Company on that day, or if the market is closed on that
day, on the next preceding day on which the market was
open.
4. RESERVED
The capitalized terms used above shall have the same meaning as
defined in the Agreement.
In witness whereof, the Company and the Employee have executed
this Amendment No. 2 to the Agreement as of the 13th day of
March, 1997 and such Amendment shall be effective as of that
date.
THE ST. XXXX COMPANIES, INC.
By: /s/ Xxxx X. Xxx /s/ Xxxx Xxxxx
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Xxxx X. Xxx Xxxx Xxxxx
Senior Vice President
