Exhibit 10.7.1
Tredegar Industries, Inc.
Amendment to
1992 Omnibus Stock Incentive Plan
(Effective November 19, 1997)
1. Article VII, Section 7.02 Nontransferability shall be amended by
deleting the word "Any" at the beginning of the first sentence of
Section 7.02 and inserting in its place the phrase "Except as provided
in Section 7.04, any".
2. The following shall be added as a new Section 7.04 to Article VII:
7.04 Transferable Options. Section 7.02 to the
contrary notwithstanding, if the applicable Agreement
provides, an Option that is not an incentive stock option may
be transferred by a Participant to the Participant's children,
grandchildren, spouse, one or more trusts for the benefit of
such family members or a partnership in which such family
members are the only partners; provided, however, that such
Participant may not receive any consideration for the
transfer. In addition to transfers described in the preceding
sentence, the Administrator may grant Options that are not
incentive stock options that are transferable on other terms
and conditions as may be permitted under Securities Exchange
Commission Rule 16b-3, as in effect from time to time. The
holder of an Option transferred pursuant to this section shall
be bound by the same terms and conditions that governed the
Option during the period that it was held by the Participant,
and may not subsequently transfer the Option, except by will
or the laws of descent and distribution. In the event of a
transfer pursuant to this section, the Option and any
Corresponding SAR that relates to such Option must be
transferred to the same person or persons or entity or
entities.
3. Article XIII hereby is amended by deleting it in its entirety and
substituting therefor the following language:
ARTICLE XIII
AMENDMENT
The Board may terminate this Plan from time to time.
The Committee may amend this Plan from time to time; provided,
however, that the approval of the Board shall be required to
amend Section 4.01 or Article V or VI hereof; and provided,
further, that no amendment may become effective until
shareholder approval is obtained if the amendment increases
the aggregate number of shares of Common Stock that may be
issued under the Plan, or the amendment changes the class of
individuals eligible to become Participants. No amendment
shall, without a Participant's consent, adversely affect any
rights of such Participant under any outstanding Stock Award,
Option, SAR or Incentive Award outstanding at the time such
amendment is made.