EXHIBIT 10.23
ALTRA HOLDINGS, INC.
2004 EQUITY INCENTIVE PLAN
AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of , 2006, to that
certain Restricted Stock Award Agreement, dated as of , (the
"Agreement"), by and between Altra Holdings, Inc., a Delaware corporation (the
"Company"), and (the "Participant"). Capitalized terms not
defined herein shall have the meanings assigned to such terms in the Agreement.
WITNESSETH:
WHEREAS, on , the Board of Directors of the Company determined it
to be desirable and in the best interests of the Company (and authorized the
Company) to amend certain terms of the Agreement, with the consent of the
Participant.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendment to Section 1. The definition of "Qualified Public Offering"
in Section 1 of the Agreement is hereby amended and restated as follows:
"Qualified Public Offering" means any underwritten initial Public
Offering.
2. Amendment to Section 3. Section 3 of the Agreement is hereby amended
and restated as follows:
3. Forfeiture Restriction.
(a) Subject to the provisions of Sections 3(b) and 3(d) below, if
the Participant ceases to be an Employee, director or consultant of the Company
and each Subsidiary for any or no reason, all of the Unreleased Shares shall
thereupon be forfeited immediately and without any further action by the Company
(the "Forfeiture Restriction"). Upon the occurrence of such a forfeiture, the
Company shall become the legal and beneficial owner of the Shares being
forfeited and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number
of Shares being forfeited by the Participant.
(b) Provided that the Participant continues to be an employee,
director or consultant of the Company or a Subsidiary on such date, the Shares
shall be released from the Forfeiture Restriction as follows:
Release Date Percentage of Shares Released From Forfeiture Restriction
----------------------------------- ---------------------------------------------------------
First anniversary of Issuance Date 20%
Second anniversary of Issuance Date 40%
Third anniversary of Issuance Date 60%
Fourth anniversary of Issuance Date 80%
Fifth anniversary of Issuance Date 100%
(c) Notwithstanding anything to the contrary in this Agreement, no
Unreleased Shares or any interest or right therein or part thereof shall be
liable for the debts,
contracts or engagements of the Participant or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect.
(d) In the event that the Participant's employment is terminated by
the Company at any time after a Qualified Public Offering (i) the Participant
shall forfeit any Unreleased Shares issued to the Participant under this
Agreement and such Shares shall be cancelled automatically and with no further
action by the Company if the Participant's employment is terminated for Cause or
the Participant resigns without Good Reason (as defined in Participant's
Employment Agreement); and (ii) all of the Unreleased Shares issued to the
Participant under this Agreement shall automatically be released and become
fully vested with no further action by the Company if the Participant's
employment is terminated for any reason other than Cause or Good Reason (as
defined in the Participant's Employment Agreement) or the Participant's death or
disability.
3. Continuing Effect. The Agreement, as amended hereby, shall be
and remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument. Signature pages delivered by facsimile shall be binding to the
same extent as an original.
* * * *
2
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first written above.
ALTRA HOLDINGS, INC. PARTICIPANT
By: ____________________________ ___________________________
Name: [Name]
Title: