AXSIA LIMITED, a company incorporated in
England and Wales under the Companies Act of
the United Kingdom, AXSIA XXXXX XXXXX LIMITED,
a company incorporated in England and Wales
under the Companies Act of the United Kingdom,
AXSIA HOWMAR LIMITED, a company incorporated in
England and Wales under the Companies Act of
the United Kingdom, and XXXXXXX XXXXXX LIMITED,
company incorporated in England and Wales under
the Companies Act of the United Kingdom
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Company Secretary
15
EXHIBIT 10.34
AMENDMENT NO. 1 TO NATCO GROUP INC.
DIRECTORS COMPENSATION PLAN
WHEREAS, effective as of January 1, 1998, NATCO GROUP INC. (the "Company")
establish the NATCO Group Inc. Directors Compensation Plan (the "Plan"), a
compensation and benefits plan with respect to directors who are not employees
of the Company, which included provision for cash remuneration, stock and
stock-based remuneration; and
WHEREAS, the Board of Directors adopted resolutions that affected the provisions
of the Plan on January 10, 2000 and February 13, 2001; and
WHEREAS, the Plan has not been amended to conform to the resolutions previously
adopted by the Board; and
WHEREAS, the Board of Directors wishes to amend the Plan to conform to prior
changes and to make further changes as specified below; and
WHEREAS, initially capitalized terms used but not defined in this amendment
shall have the meanings ascribed thereto in the Plan.
NOW, THEREFORE, the Company hereby adopts Amendment No. 1 to the NATCO Group
Inc. Directors Compensation Plan as follows:
1. The annual retainer for nonemployee directors, as determined by the
Board of Directors, for the 12-month period commencing June 1, 2003
is specified in Exhibit A to this Amendment. Exhibit A shall
automatically be amended whenever the Board of Directors acts to
change any of its terms, and the most current version of such terms
shall be attached to the Plan, as amended, whenever such action
shall occur.
2. Section 2.2 of the Plan is hereby amended to read in its entirety
as follows:
2.2 MEETING FEES. Each Nonemployee Director shall be paid a cash
meeting fee in an amount determined by the Directors and listed on
Exhibit A, the most current version of which shall be attached
hereto, for board meetings attended by such Nonemployee Director,
whether in person or by telephone, so long as such Nonemployee
Director is in attendance for a substantial portion of such meeting.
A Nonemployee Director shall be reimbursed for the reasonable
expenses incurred to attend board meetings.
3. Section 3.2 of the Plan is hereby amended to read in its entirety
as follows:
3.2 FORMULA OPTION GRANTS. As of June 3, 2003, and annually
thereafter, each Nonemployee Director shall be granted an Option to
purchase up to 2,500 shares of Stock (subject to adjustments in the
same manner as provided in Section 6.2 hereof
with respect to shares of Stock subject to Options then
outstanding). If, as of any date that the Plan is in effect, there
are not sufficient shares of Stock available under the Plan to allow
for the grant to each Nonemployee Director of an Option for the
number of shares provided herein, the Plan shall terminate as
provided in Section 6.7 hereof.
4. Section 3.4 of the Plan is hereby amended to read in its entirety
as follows:
3.4 LIMITATIONS ON EXERCISE OF OPTION.
(a) Each Option granted to a Nonemployee Director pursuant to
Section 3.1 of the Plan shall be exercisable at the time and in the
manner determined by the Board. Each Option granted to a Nonemployee
Director pursuant to Section 3.2 of the Plan prior to January 1, 2003
shall vest 10% per quarter from the date of grant such that the
options shall be fully vested at the end of the tenth quarter
following such grant. Each Option granted to a Nonemployee Director
pursuant to Section 3.2 of the Plan on or after January 1, 2003 shall
be fully exercisable on the first anniversary of the date of grant
thereof, provided that the Nonemployee Director has continued his
Service during the one-year period ending on such date.
(b) No Option granted under the Plan to a person subject to Rule
16b-3 shall be exercisable prior to six months after the date of
grant. Except as provided under Rule 16b-3, the Board, in its sole
discretion, shall have the right to accelerate the exercisability of
an Option granted pursuant to Section 3.1 of the Plan; provided,
however, that upon the occurrence of a Corporate Change, all
outstanding Options shall automatically become fully exercisable
without the necessity of any action on the part of the Board.
5. If any provision of this Amendment or the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each provision
shall be fully severable and the Plan, as amended hereby, shall be
construed and enforced as if said illegal or invalid provision had
never been included herein.
6. ALL PROVISIONS OF THE PLAN AND THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF TEXAS.
7. As amended hereby, the Plan remains in full force and effect on the
date hereof.
EXECUTED this 7th day of August, 2003.
NATCO GROUP INC.
By: /s/ XXXXXXX X. XxXXXXXX
------------------------------------------
Name: Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: President
------------------------------------
2
EXHIBIT A - ANNUAL RETAINER AND MEETING FEES
AS OF JUNE 1, 2003
Non-employee Director's Retainer:
o Cash Payments: $33,000 per calendar year
o Stock Payments: 2,500 options to purchase common stock per year1
2,500 shares of restricted stock per year2
Board Meeting Fees: $1,000 per meeting
Committee Meeting Fees: $1,000 per meeting
Chairperson's Retainer $5,000 per calendar year3
No fees or retainer shall be paid for meetings of the Executive Committee.
------------
1 May be issued under the Directors Compensation Plan, the 2001 Stock Incentive
Plan and/or any other plan of the Company as may exist from time to time.
2 To be issued under the 2001 Stock Incentive Plan.
3 This retainer is payable to the Chairperson of the Audit Committee and the
Chairperson of the Governance, Nominating & Compensation Committee, and is in
addition to the other retainers and fees specified.
