EXHIBIT (10)(i)
FIRST AMENDMENT
TO
1987 MANAGEMENT SHARE INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the
"Company") and XXXX X. XXXX III (the "Grantee") having executed the above-
entitled Restricted Stock Agreement (the "Agreement") as of March 15, 1996, do
hereby execute this First Amendment thereto as of June 2, 1998.
1. The Agreement is hereby amended by the addition of the following new
Section 12:
"12. Additional Accelerated Lapse of Restrictions. Notwithstanding
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any other provision hereof, in addition to the 'Section 8 Events' which
will cause an accelerated lapse (pursuant to Section 8 of the 1987 Plan) of
any restrictions applicable to the Restricted Stock evidenced by this
Agreement, all such restrictions shall lapse immediately prior to any
occurrence of an event described in the following paragraph (an
'Acceleration Event'), regardless of the scheduled lapse of such
restrictions. As used in the immediately preceding sentence, 'immediately
prior' to the Acceleration Event shall mean sufficiently in advance of the
Acceleration Event to permit the Grantee to take all steps reasonably
necessary to deal with the Restricted Stock evidenced by this Agreement so
that those formerly restricted shares may be treated in the same manner in
connection with the Acceleration Event as the shares of the common stock of
the Company held by other shareholders.
"An 'Acceleration Event' shall be deemed to have occurred if there is
consummated a merger or consolidation of any direct or indirect subsidiary
of the Company with any other corporation, other than (I) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any subsidiary
of the Company, at least fifty-one percent (51%) of the combined voting
power of the securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person (as defined
below) is or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of the Company representing thirty percent (30%)
or more of the combined voting power of the Company's then outstanding
securities.
"'Affiliate' shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
"'Beneficial Owner' shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
"'Exchange Act' shall mean the Securities and Exchange Act of 1934, as
amended from time to time.
"'Person' shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (I) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company, or (v) any individual or entity
[including the trustees (in such capacity) of any such entity which is a
trust] which is, directly or indirectly, the Beneficial Owner of securities
of the Company representing five percent (5%) or more of the combined
voting power of the Company's then outstanding securities immediately
before the date hereof or any Affiliate of any such individual or entity,
including, for purposes of this Plan, any of the following: (A) any trust
(including the trustees thereof in such capacity) established by or for the
benefit of any such individual; (B) any charitable foundation (whether a
trust or a corporation, including the trustees or directors thereof in such
capacity) established by any such individual; (C) any spouse of any such
individual; (D) the ancestors (and spouses) and lineal descendants (and
spouses) of such individual and such spouse; (E) the brothers and sisters
(whether by the whole or half blood or by adoption) of either such
individual or such spouse; or (F) the lineal descendants (and their
spouses) of such brothers and sisters."
2. As amended by this First Amendment, the Agreement is hereby
specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of June 2, 1998.
MINE SAFETY APPLIANCES COMPANY
By /s/ Xxxxxx X. Xxxxxx
__________________________________
Xxxxxx X. Xxxxxx
Vice President and Secretary
WITNESS: GRANTEE:
_________________________ __________________________________
Xxxx X. Xxxx III
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