EXHIBIT 10.3
AMENDMENT NO. 1 TO THE
2002 STOCK INCENTIVE PLAN OF
AMETEK, INC.
WHEREAS, AMETEK, Inc. has adopted the 2002 Stock Incentive Plan of AMETEK,
Inc. (the "Plan"); and
WHEREAS, Section 18 of the Plan permits the Committee, as defined in the
Plan (the "Committee") to amend the Plan; and
WHEREAS, the Committee now desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 13 of the Plan is hereby amended by revising the first and
second paragraphs of the section as follows:
"13. Termination of Employment. If a holder of an Option and/or
Rights shall voluntarily or involuntarily leave the employ or
service of the Corporation and its Affiliates (including
retirement), the Option and Rights of such holder shall terminate
forthwith, except that the holder shall have until the expiration of
3 months from the cessation of the holder's employment or service
with the Corporation and its Affiliates (without regard to any
period of severance) to exercise any unexercised Option and/or
Rights the holder could have exercised on the day on which he left
the employ or service of the Corporation and Affiliates, including
those Options and/or Rights that become exercisable upon cessation
of employment pursuant to the provisions of the first paragraph of
Section 9 hereof.
If the cessation of employment or service is due to death, the
representatives of the estate of the holder shall have the privilege
of exercising the unexercised Options and/or Rights which the
deceased could have exercised at the time of his death, including
those Options and/or Rights that become exercisable pursuant to the
provisions of the first paragraph of Section 9 hereof, provided that
such exercise must be accomplished prior to the expiration of such
Options and/or Rights and within six months after the death of the
holder.
The Committee may, in its sole discretion, provide with respect to
an Option or Rights granted to any individual (and either at the
time of grant of such Option or Rights or by an amendment thereafter
to any such outstanding Option or Rights), that the post-termination
or post-death exercise period shall be for a period of time
specified by the
Committee which is longer than the period which would otherwise
apply pursuant to this Section 13, but in no event beyond the
expiration of the stated term of such Option or Rights.
If the employment or service of any holder with the Corporation or
an Affiliate shall be terminated because of the holder's violation
of the duties of such employment or service with the Corporation or
its Affiliates, as he may from time to time have, the existence of
which violation shall be determined by the Committee in its sole
discretion and which determination by the Committee shall be
conclusive, all unexercised Options and Rights of such holder shall
terminate immediately upon the termination of the holder's
employment or service with the Corporation or an Affiliate, and a
holder whose employment or service with the Corporation or an
Affiliate is so terminated shall have no right after such
termination to exercise any unexercised Option or Rights he might
have exercised prior to the termination of his employment or service
with the Corporation or an Affiliate. "
2. The provisions of this Amendment No. 1 shall be effective as of
September 25, 2002.
3. Except to the extent hereinabove set forth, the Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the Committee has caused this Amendment No. 1 to be
executed by a duly authorized officer of the Company, and its corporate seal to
be affixed, as of the 25th day of September, 2002.
AMETEK, Inc.
By: /s/ John J. Molinelli
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John J. Molinelli
ATTEST:
/s/ Kathryn E. Londra
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Kathryn E. Londra (SEAL)