RESTRICTED STOCK UNIT AWARD AGREEMENT AMENDMENT
Exhibit 10.3
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT AMENDMENT (the “Amendment”) is made and entered
into as of the 27th day of April, 2006, by and between XXXXX, INC., a North Carolina corporation
(the “Company”), and XXXXX X. XXXXXX (the “Executive”).
Statement of Purpose
The Company and Executive entered into a Restricted Stock Unit Award Agreement dated May 11,
2005 (the “RSU Agreement”). The purpose of this Amendment is to re-designate certain “Cash-Settled
Units” under the RSU Agreement as “Stock-Settled Units.”
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the
parties hereto hereby agree that the RSU Agreement is amended effective as of the date hereof as
follows:
1. Consistent with the provisions of Section 2 of the RSU Agreement, 150,000 “Cash-Settled
Units” under the RSU Agreement (excluding any related “Dividend Units”) are hereby re-designated as
“Stock-Settled Units” under the RSU Agreement; provided, however, that such 150,000
re-designated Stock-Settled Units shall be provided under the Xxxxx, Inc. 1997 Incentive Equity
Plan rather than the Xxxxx, Inc. 2003 Key Employee Stock Plan.
2. The following sentence is added immediately after the first sentence of Section 11(b) of
the RSU Agreement:
“In that regard, consistent with the provisions of the Xxxxx, Inc. 1997 Incentive
Equity Plan and the Xxxxx, Inc. 2003 Key Employee Stock Plan, Executive may satisfy
such withholding requirements by causing the Company to withhold shares of Common
Stock otherwise payable hereunder sufficient to meet minimum withholding obligations
for Tax-Related Items.”
3. Except as expressly or by necessary implication amended hereby, the RSU Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized
officer, and Executive has hereunto set his hand, all as of the day and year first above written.
| “Company” Xxxxx, Inc. |
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| By /s/ Xxxx X. Xxxxx | ||||
| Xxxx X. Xxxxx | ||||
| Vice President | ||||
| “Executive” |
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| /s/ Xxxxx X. Xxxxxx | ||||
| Xxxxx X. Xxxxxx | ||||
