Exhibit 10.1
FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT
This AGREEMENT dated and effective as of July 1, 2003 is made by and between
Dayton Superior Corporation, an Ohio corporation, (the "Company") and
_________________ (the "Optionee").
WHEREAS, the Company and the Optionee previously entered into that certain
Incentive Stock Option Agreement (the "Option Agreement") dated as of
___________________; and
WHEREAS, pursuant to Section 7.2 of the 2000 Stock Option Plan of Dayton
Superior Corporation, as amended, (the "Plan"), the terms of which are hereby
incorporated by reference and made a part of the Option Agreement, the Company
has reserved the right to amend the Option Agreement; and
WHEREAS, the Company and the Optionee have mutually agreed that it is in their
best interest to amend the Option Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto do hereby agree to amend the Option Agreement as follows:
1. Subsection (a) of the definition of "Target Amount" set forth in the
Option Agreement shall be amended to change the reference to "three
times the amount of such Investment" to "2.25 times the amount of
such Investment".
2. All "EBITDA Targets", "Cumulative EBITDA Targets", "Performance
EBITDA Targets", "Cumulative Performance EBITDA Targets", "High
Performance EBITDA Targets", "Cumulative High Performance EBITDA
Targets" or any other similar EBITDA-based targets contained in the
Option Agreement with respect to any fiscal year shall be replaced
in their entirety with the following:
EBITDA TARGETS CUMULATIVE EBITDA
FISCAL YEAR ($ MILLIONS) TARGETS ($ MILLIONS)
----------- -------------- --------------------
2003 55.0 55.0
2004 63.0 118.0
2005 78.0 196.0
2006 92.0 288.0
2007 103.0 391.0
3. All Options eligible to become vested each fiscal year if the
EBITDA-based targets are met shall be eligible to become vested in
installments of 20% of the shares covered by the Options on, or
within 90 days following, December 31 of each of 2003, 2004, 2005,
2006 and 2007.
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4. If the Company's EBITDA as of the end of any of fiscal year 2003
through 2007 is less than the applicable EBITDA Target with respect
to such year, that portion of the Option that would have become
exercisable had the applicable EBITDA Target been met shall become
exercisable on, or within 90 days following, the first December 31
thereafter as of which (a) the EBITDA as of such December 31 equals
or exceeds the applicable EBITDA target for such year and (b) the
Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA
Target through such December 31.
5. In all other respects, the Option Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this First
Amendment to the Incentive Stock Option Agreement as of the day and year first
above written.
DAYTON SUPERIOR CORPORATION
By: _______________________________
Xxxxxx X. Xxxxxx
Vice President, General Counsel & Secretary
OPTIONEE
___________________________________
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