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EXHIBIT 10.12A
AMENDMENT 1996-1
FURON COMPANY
1995 STOCK INCENTIVE PLAN
WHEREAS, Furon Company (the "Company") maintains the Furon Company 1995 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Company has the right to amend the Plan, and the Company desires
to amend the Plan to reflect recent resolutions adopted by the Board of
Directors;
NOW, THEREFORE, the Plan is hereby amended, effective as of November 1, 1996,
as follows:
1. Section 1.9 of the Plan is amended in its entirety to
read as follows:
"1.9 No Transferability: Limited Exception to Transfer
Restrictions.
(a) Limit On Exercise and Transfer. Unless
otherwise expressly provided in (or pursuant
to) this Section 1.9, by applicable law and
by the Award Agreement, as the same may be
amended, (i) all Awards are non-transferable
and shall not be subject in any manner to
sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge;
Awards shall be exercised only by the
Participant; and (ii) amounts payable or
shares issuable pursuant to an Award shall be
delivered only to (or for the account of) the
Participant.
(b) Exceptions. The Committee may permit Awards
to be exercised by and paid to certain
persons or entities related to the
Participant, including but not limited to
members of the Participant's immediate
family, charitable institutions, or trusts or
other entities whose beneficiaries or
beneficial owners are members of the
Participant's immediate family and/or
charitable institutions, pursuant to such
conditions and procedures as the Committee
may establish. Any permitted transfer shall
be subject to the condition that the
Committee receive evidence satisfactory to it
that the transfer is being made for estate
and/or tax planning purposes on a gratuitous
or donative basis and without consideration
(other than nominal consideration).
Notwithstanding the foregoing, Incentive
Stock Options and Restricted Stock Awards
shall be subject to any and all additional
transfer restrictions under the Code.
(c) Further Exceptions to Limits On Transfer.
The exercise and transfer restrictions in
Section 1.9(a) shall not apply to:
(i) transfers to the Corporation,
(ii) the designation of a beneficiary to
receive benefits in the event of a
Participant's death or, if the
Participant has died, transfers to or
exercise by the Participant's
beneficiary, or, in the absence of a
validly designated beneficiary,
transfers by will or the laws of descent
and distribution,
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(iii) transfers pursuant to a QDRO order if
approved or ratified by the Committee,
(iv) if the Participant has suffered a
disability, permitted transfer or
exercises on behalf of the Participant
by his or her legal representative, or
(v) the authorization by the Committee of
"cashless exercise" procedures with
third parties who provide financing for
the purpose of (or who otherwise
facilitate) the exercise of Awards
consistent with applicable laws and the
express authorization of the Committee.
Notwithstanding the foregoing, Incentive Stock Options and Restricted Stock
Awards shall be subject to any and all additional transfer restrictions under
the Code."
5. Section 6.6 of the Plan should be amended in its entirety to
read as follows:
"a) Shareholder Approval. Any amendment that would
(i) materially increase the benefits accruing
to Participants under this Plan, (ii)
materially increase the aggregate number of
securities that may be issued under this Plan,
or (iii) materially modify the requirements as
to eligibility for participation in this Plan,
shall be subject to stockholder approval only
to the extent then required by section 422 of
the Code or applicable law, or deemed necessary
or advisable by the Board."
6. Section 6.9(d) of the Plan is deleted in its entirety.
7. The definition of "Committee" contained in Section 7.1(h) of
the Plan is amended in its entirety to read as follows:
"(h) 'Committee' shall mean the Board or the
committee appointed by the Board to
administer this Plan, which committee shall
be comprised only of two or more directors or
such greater number of directors as may be
required under applicable law, each of whom,
(i) during such time as one or more
Participants may be subject to section 16 of
the Exchange Act shall be a "Non-Employee
Director" within the meaning of Rule
16b-3(b), and (ii) during such time as one or
more Participants may be subject to Code
section 162(m), shall be an "outside
director" (as such term is defined in section
162(m) of the Code)."
8. Section 7.1(I) of the Plan should be amended in its entirety
to read as follows:
"(i) 'Reserved'."
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this amendment to the Plan on this 21st day of November, 1996.
FURON COMPANY
By:_____________________________________________
Its:____________________________________________
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