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EXHIBIT 10z
AMENDMENT TO RESTRICTED STOCK AGREEMENT
This Amendment to the Restricted Stock Agreement (the "Agreement") dated
December 9, 1991, by and between THE STANDARD PRODUCTS COMPANY (the "Company")
and XXXXXXXX X. XXXXXXXX (the "Executive") is made in connection with the
execution of an Employment Agreement between the Company and the Executive dated
September 1, 1997. The Company and Executive agree that:
1. The Agreement is hereby amended by adding the following to paragraph 2:
In the event:
(i) the employment of the Executive is terminated by the Company
without "Cause" or by Executive for "Good Reason," as those terms are
defined in the Employment Agreement between the Company and the Executive
dated September 1, 1997 (the "Employment Agreement"), or
(ii) at the end of the Initial Term of the Employment Agreement the
parties are unable mutually to agree on its continuation into the Renewal
Term,
all earned but unvested common shares shall immediately vest. In addition,
if Executive's Annual Base Salary is continued pursuant to the provisions
of paragraph 5.02 or 5.04 of the Employment Agreement, Executive shall be
deemed to continue to be actively employed and therefore eligible to earn
Restricted Stock for the period described in paragraph 5.02(b) in the event
of termination during or at the end of the Initial Term or for the period
described in paragraph 5.04(b) in the event of termination during the
Renewal Term, and any Restricted Stock so earned shall become immediately
vested in Executive.
2. In all other respects, said Agreement remains unchanged and in full
force and effect.
Executed effective September 1, 1997.
THE STANDARD PRODUCTS COMPANY
By /s/ X. X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Chief Executive Officer
By /s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
