AMENDMENT AGREEMENT - GRACO EXECUTIVE LONG TERM INCENTIVE AGREEMENT
(RESTRICTED STOCK AWARD)
Amendment Agreement, entered into this 22nd day of February, 1999, by and
between Graco Inc., a Minnesota corporation (the "Company"), and Xxxxxx
Xxxxxxxxx ("Xx. Xxxxxxxxx") which amends the Agreement between the parties
entitled "Graco Executive Long Term Incentive Agreement (Restricted Stock
Award)", dated May 6, 1998 (the "Agreement").
WHEREAS, the Management Organization and Compensation Committee of the Board of
Directors and Mr. Aristides have discussed the transition of management
leadership of the Company, and have determined that in connection with such
transition it may be appropriate for Mr. Aristides to retire from the Company
before the end of 1999.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 2(a) of the Agreement is amended to change the phrase therein
"March 31, 2000" to "December 27, 1999", the effect being that the vesting
of the shares designated by the Agreement to vest on March 31, 2000 shall
vest on December 27, 1999.
2. This Amendment Agreement fully replaces, and renders null and void, the
amendment to the Agreement signed by the parties dated December 11, 1998.
IN WITNESS WHEREOF, the Company and Mr. Aristides have caused this Amendment
Agreement to be executed and delivered, all as of the day and year first above
written.
Xxxxxx Xxxxxxxxx
/s/Xxxxxx Xxxxxxxxx
GRACO INC.
By:/s/Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President, General Counsel and Secretary
