EXHIBIT 10(b)
AMENDMENT
TO THE ILLINOIS TOOL WORKS INC.
STOCK INCENTIVE PLAN
December 8, 1994
RESOLVED: that subparagraphs (i) and (ii) of Section 6(e) of the Illinois Tool
Works Inc. Stock Incentive Plan (the "Plan") are amended as follows:
"(i) If the Optionee dies (x) while in
the employ of the Company or a Subsidiary,
(y) within three months of the termination of
his or her employment with the Company or a
Subsidiary by reason of resignation with the
Company's prior written consent, or (z)
within the period described in subparagraph
(e)(ii) below that commences on the date on
which his or her employment with the Company
or a Subsidiary terminates by reason of
retirement, then the Option shall be
exercisable by the Optionee's beneficiary
designated pursuant to paragraph (h) of
Section 12 not later than the earlier of one
year after the date of death or the
expiration of the term of the Option.
(ii) If the employment of the Optionee by
the Company or a Subsidiary terminates by
reason of retirement and if the Optionee is
not then subject to the reporting and
liability provisions of Section 16 of the
Securities Exchange Act of 1934 (the "Act"),
then the Option shall be exercisable by the
Optionee not later than the earlier of five
years after the date of retirement or the
expiration of the term of the Option. If the
Optionee is then subject to the reporting and
liability provisions of Section 16 of the
Act, then the Option shall be exercisable by
the Optionee not later than the earlier of
three years after the date of retirement or
the expiration of the term of the Option.";
FURTHER RESOLVED: that subparagraph (i) of Section 7(c) of the Plan is amended
as follows:
"(i) If granted in connection with an
Option, Stock Appreciation Rights are
exercisable only at such times and to the
extent that the Option to which they relate
is exercisable. With respect to Stock
Appreciation Rights granted independent of an
Option, if the holder thereof dies (x) while
in the employ of the Company or a Subsidiary,
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(y) within three months of the termination of
his or her employment with the Company or a
Subsidiary by reason of resignation with the
Company's prior written consent, or (z)
within three years (or five years as provided
below) after termination of employment by
reason of retirement, then such Stock
Appreciation Rights shall be exercisable by
the beneficiary designated pursuant to
paragraph (h) of Section 12 not later than
the earlier of one year after the date of
death or the expiration of the term of the
Stock Appreciation Rights. If the employment
of the holder by the Company or a Subsidiary
terminates by reason of retirement and if the
holder is not then subject to the reporting
and liability provisions of Section 16 of the
Act, then the Stock Appreciation rights shall
be exercisable by the holder not later than
the earlier of five years after the date of
retirement or the expiration of the term of
the Stock Appreciation Rights. If the holder
is then subject to the reporting and
liability provisions of Section 16 of the
Act, then the Stock Appreciation Rights shall
be exercisable by the holder not later than
the earlier of three years after the date of
retirement or the expiration of the term of
the Option.";
FURTHER RESOLVED: that Section 6(g) of the Plan is amended by changing the
first sentence to read in its entirety as follows:
"The Option agreements or Option grants
authorized by the Plan may contain such other
provisions as the Committee shall deem
advisable, and may be amended from time to
time with the consent of the Optionee
provided that any such amendment is not
prohibited by this Plan.";
FURTHER RESOLVED: that Section 7 of the Plan is amended by adding the following
new subsection (f):
"(f) The Stock Appreciation Right agreements
or grants authorized by the Plan may contain
such other provisions as the Committee shall
deem advisable, and may be amended from time
to time with the consent of the holder
thereof provided that any such amendment is
not prohibited by this Plan.";
FURTHER RESOLVED: that the foregoing Plan amendments shall be effective with
respect to any Options and Stock Appreciation Rights outstanding as of the date
of these resolutions and any granted at any time hereafter; and
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FURTHER RESOLVED: that management is authorized for and on behalf of the
Company to take such actions as they deem necessary and appropriate to
effectuate the foregoing resolutions.
FURTHER RESOLVED: Paragraph (h) of Section 12 of the Company's Stock Incentive
Plan be amended to read as follows:
"(h) No stock incentive and no rights under
the Plan, contingent or otherwise, shall be
assignable or subject to any encumbrance,
pledge or charge of any nature, except as
follows:
(i) Under such rules and procedures
as the Committee may establish, the
holder of a stock incentive may
designate a beneficiary to whom any
rights with respect to such
incentive may be transferred upon
the holder's death, or, if such
beneficiary is the executor or
administrator of the estate of the
holder, any rights with respect to
the stock incentive may be
transferred to the person or persons
or entity (including a trust)
entitled thereto under the will of
the holder of the stock incentive
or, in case of intestacy, under the
laws relating to intestacy; or
(ii) Under such rules and procedures
as the Committee may establish, the
holder of a stock incentive may
transfer such incentive to members
of the holder's immediate family;
i.e., children, grandchildren and
spouse, or to one or more trusts for
the benefit of such family members
or to partnerships in which such
family members are the only
partners, provided that (A) the
agreement, if any, with respect to
such stock incentive, as approved by
the Committee, expressly so permits,
(B) the holder does not receive any
consideration for such transfer, and
(C) the holder provides such
documentation or other information
concerning any such transfer or
transferee as the Committee may from
time to time reasonably request. Any
stock incentives held by such
transferees shall continue to be
subject to the same terms and
conditions that were applicable to
such stock incentives immediately
prior to their transfer. The
Committee may also amend the
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agreements applicable to any
outstanding stock incentives to
permit such transfers. Any stock
incentive not (A) granted pursuant
to any agreement expressly permitting
its transfer or (B) amended expressly
to permit its transfer shall not be
transferable. Such transfer rights
shall not apply to any incentive
stock option that is intended to
qualify under Code Section 422."
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