AMENDMENT NO. 3 TO
NN, INC. STOCK INCENTIVE PLAN
As adopted by the Board of Directors on March 6, 2003, and subject to
approval by the stockholders of the Company as required in Section 23 of the
Stock Incentive Plan, the NN, Inc. Stock Incentive Plan is hereby amended as
follows:
Article 1 of the Plan is amended and restated in its entirety as
follows:
"1. PURPOSE
The NN, Inc. Stock Incentive Plan (the "Plan") is designed to enable
directors, officers and key employees of NN, Inc. (the "Company") to
acquire or increase a proprietary interest in the Company, and thus to
share in the future success of the Company's business. Accordingly, the
Plan is intended as a means of attracting and retaining directors,
officers and key employees of outstanding ability and or increasing the
identity of interests between them and the Company's shareholders, by
providing an incentive to perform in a superior manner and rewarding
such performance. Because the individuals eligible to receive Awards
under the Plan will be those who are in positions to make important and
direct contributions to the success of the Company, the directors
believe that the grant of Awards will advance the interests of the
Company and the shareholders."
Article 5(c) of the Plan is amended and restated in its entirety as
follows:
"(c) The powers of the Committee shall include plenary authority to
interpret the Plan. Subject to the provisions of the Plan, the
Committee shall have the authority, in its sole discretion, from
time to time: (1) to select the directors, officers and key
employees to whom Awards shall be granted; (2) to determine the
date on which each Award shall be granted; (3) to prescribe the
number of Shares subject to each Award; (4) to determine the type
of each Award; (5) to determine the term of each Award; (6) to
determine the periods during which Awards may be exercised and
the restrictions and limitations upon exercise of Awards or the
receipt of Shares, other property or cash thereunder; (7) to
prescribe any performance criteria pursuant to which Awards may
be granted or may become exercisable or payable; (8) to prescribe
any limitations, restrictions or conditions on any Award; (9) to
prescribe the provisions of each Agreement, which shall not be
inconsistent with the terms of the Plan; (10) to adopt, amend and
rescind rules and regulations relating to the Plan; and (11) to
make all other determinations and take all other
actions that are
necessary or advisable for the implementation and administration
of the Plan."
Article 6(a) of the Plan is amended and restated in its entirety as
follows:
"(a) Awards may be granted under the Plan to directors, officers
and key employees of the Company or any Subsidiary. All
determinations by the Committee as to the individuals to whom
Awards shall be granted hereunder shall be conclusive."
Article 6(b) of the Plan is deleted in its entirety.
Except as expressly amended by the Board of Directors, subject to
approval by the stockholders, the NN, Inc. Stock Incentive Plan is hereby
ratified and confirmed in all respects.
IN WITNESS WHEREOF, NN, Inc., acting by and through its officer
hereunto duly authorized has executed this Amendment as of the 6th day of March,
2003.
NN, Inc.
By: /s/ William C. Kelly, Jr.
-----------------------------
Name: William C. Kelly, Jr.
Title: Secretary/Treasurer
Chief Administrative Officer
