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EXHIBIT 10aa
AMENDMENT NO. 2
TO
THE STANDARD PRODUCTS COMPANY
RESTRICTED STOCK AGREEMENT
This Amendment No. 2 (the "Amendment") to the Restricted Stock Agreement
(the "Agreement") made as of the 29th day of December 1991, by and between The
Standard Products Company, an Ohio corporation (the "Company") and Xxxxxxxx X.
Xxxxxxxx (the "Executive") under The Standard Products Company 1991 Restricted
Stock Plan (the "Plan"), is made and becomes effective as of the 1st day of July
1998.
WHEREAS the Company has awarded restricted Common Shares to the Executive
under the Plan, and has entered into the Agreement, which sets forth the terms
and conditions with respect to the award of the restricted Common Shares; and
WHEREAS, the parties, pursuant to authorization granted by the Compensation
Committee of the Board of Directors, desire to amend the Agreement; and
WHEREAS, this Amendment No. 2 shall not affect in any way the terms of
Amendment No. 1 to the Agreement, entered into effective September 1, 1997.
NOW THEREFORE, the parties, for good and valuable consideration, the
receipt of which is hereby acknowledged, do hereby agree as follows:
1. Paragraph 3 of the Agreement shall be amended by adding the
following as new paragraphs thereto:
Notwithstanding the foregoing, however, the number of awarded Common
Shares which may be earned with respect to the fiscal year which commences
on July 1, 1998, and each of the next two succeeding fiscal years equals
the product of 12,500 multiplied by the ratio of the cash bonus earned by
Executive under the Company's Officers' Bonus Plan over the target bonus
which Executive would earn under such Plan if the target established by the
Compensation Committee of the Board of Directors of the Company is exactly
met with respect to each such fiscal year.
Further notwithstanding the foregoing, however, no more than an
aggregate number of 37,500 Common Shares may be earned in the fiscal year
of the Company commencing on July 1, 1998, and the next two succeeding
fiscal years. No Common Shares may be earned with respect to any fiscal
year of the Company after the fiscal year ended June 30, 2001.
IN WITNESS WHEREOF, this Agreement is executed by and on behalf of the
undersigned parties as of the 1st day of July 1998.
THE STANDARD PRODUCTS COMPANY
By: /s/ XXXXXXX X. XXXXXXXX
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Title: General Counsel and Secretary
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/s/ XXXXXXXX X. XXXXXXXX
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Xxxxxxxx X. Xxxxxxxx
Executive
