EXHIBIT 10(bb)
FIRST AMENDMENT TO RESTRICTED SHARE AGREEMENT
This amendment is made effective March 26, 2002, between Metatec
International, Inc., an Ohio corporation (the "Company"), and ▇▇▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ ("▇▇. ▇▇▇▇▇").
Background Information
The Company and ▇▇. ▇▇▇▇▇ (the "Parties") are parties to a Restricted
Share Agreement dated January 2, 2001 (the "Agreement"), pursuant to which the
Company awarded and issued to ▇▇. ▇▇▇▇▇ 40,000 common shares, without par value,
of the Company (the "Shares"), subject to the terms and conditions of the
Agreement. The Parties desire to modify the forfeiture provisions set forth in
the Agreement and are entering into this amendment for that purpose.
Statement of Agreement
The Parties hereby acknowledge the accuracy of the foregoing Background
Information and agree as follows:
Section 1. Definitions. Any capitalized terms used but not otherwise
defined in this amendment shall have the respective meanings given those terms
in the Agreement.
Section 2. Vesting. If a Change In Control (as defined below) occurs
prior to the second anniversary of the Effective Date, then, as of the date of
such Change In Control, the forfeiture restrictions contained in Section 2 of
the Agreement shall lapse automatically with respect to all Shares not forfeited
to the Company under such section prior to such Change In Control. For purposes
of this amendment, the term "Change In Control" shall mean the occurrence of any
of the events described in Section 8 of the Company's 1990 Stock Option Plan, as
amended (the "Plan"), the occurrence of which would cause or permit stock
options granted under the Plan that are not yet otherwise fully exercisable to
become fully exercisable.
Section 3. Interpretation. This is an amendment to and a part of the
Agreement. In the event of any inconsistencies between the provisions of the
Agreement and this amendment, the provisions of this amendment shall control.
Except as modified by this amendment, the Agreement shall continue in full force
and effect without change.
METATEC INTERNATIONAL, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Finance
