AMENDMENT TO BONUS SHARES AGREEMENT
WHEREAS, HA-LO INDUSTRIES, INC., an Illinois corporation (the "Company"),
and DAVID C. ROBBINS, a resident of the State of Illinois (the "Participant"),
entered into a Bonus Shares Agreement dated the 1st day of February, 1995 (the
"Agreement"), whereby the Participant was granted Two Hundred Forty Thousand
(240,000) shares of the Company's common stock (which reflects all stock splits
since the date of the Agreement) as restricted stock (the "Bonus Shares"); and
WHEREAS, pursuant to Section 8 of the Agreement, the Agreement may be
amended at any time by mutual agreement of the Company and the Participant; and
WHEREAS, the Company and the Participant mutually desire to amend the
Agreement to change the vesting provisions applicable to the Bonus Shares under
Section 4 of the Agreement.
THEREFORE, Section 4 of the Agreement is hereby amended to read as follows
effective with respect to vesting of all Unvested Bonus Shares (as such term is
defined in the Agreement) effective January 1, 1996:
"4. VESTING OF BONUS SHARES. The Bonus Shares shall vest according to the
most rapid, from time to time, of the vesting schedules set forth in subsections
(a), (b) and (c), below; provided, however, that if Participant shall be in
default of or breach any of the covenants set forth in this Agreement, then,
subject to the opportunity to cure set forth in Section 1 hereof, any unvested
Bonus Shares shall be forfeited and shall not be awarded to Participant. Any
Bonus Shares in which Participant has not previously vested shall, for purposes
of this Section 4, be referred to as "Unvested Bonus Shares". Certificates
representing vested Bonus Shares shall be delivered to Participant as soon as
reasonably practicable but in no event later than the ninetieth (90th) day
following the date on which such Bonus Shares vested.
(a) Participant shall, to the extent of remaining Unvested Bonus
Shares, vest one hundred percent (100%) in Twenty-Six Thousand Six Hundred
Sixty-Seven (26,667) Bonus Shares on January 15 of each year commencing
January 15, 1997 through January 15, 2004; provided however, that
Participant shall have complied with the covenants set forth in Section 2
hereof for each calendar year ending immediately preceding the January 15
on which such Bonus Shares vest under this subsection (a).
(b)(i) On October 21, 1996 Participant shall vest in 30,000 Bonus
Shares.
(ii) On January 15, 1997 Participant shall, to the extent of remaining
Unvested Bonus Shares, vest in Twenty-Two and
One-Half (22.5) shares for every One Thousand Dollars ($1,000) of gross
profit earned by the Company with respect to sales of merchandise to Ward
under the EPPA for the period January 1, 1996 through December 31, 1996,
less 60,000 shares; and
(iii) On January 15 of each of year commencing January 15, 1998
through January 15, 2005, Participant shall, to the extent of remaining
Unvested Bonus Shares, vest in Twenty-Two and One-Half (22.5) shares for
every One Thousand Dollars ($1,000) of gross profit earned by the Company
with respect to sales of merchandise to Ward under the EPPA for the
calendar year ending immediately prior to the January 15 on which such
Bonus Shares vest under this subsection (b).
For purposes of this Section 4(b) the term "gross profit" shall mean the
gross profit (revenues less returns, allowances and cost of goods sold) of
the Company attributable to sales to Ward under the EPPA calculated in
accordance with generally accepted accounting principles and rules applied
by the Company in the calculation of its own gross profits, on a consistent
basis from period to period. The calculation of Ward's purchases under the
EPPA shall be made in good faith by the Company, which calculation shall,
in the absence of fraud, be final and binding on Participant. Each
purchase shall be deemed to have taken place upon the Company's shipment of
merchandise to Ward.
(c) Participant shall vest one hundred percent (100%) in all Unvested
Bonus Shares as of the date on which (i) Participant dies, (ii) Participant
suffers a "permanent disability" (as hereinafter defined), or (iii) there
occurs a "change in control" (as hereinafter defined). For purposes of
this Agreement, the term "permanent disability" shall mean any disability,
whether caused by illness, injury or other incapacity, which can be
expected to permanently prevent Participant from fulfilling his regular
duties with the Company For purposes of this Agreement, a "change in
control" shall mean the termination of Participant's sales representative
status with the Company, or any material and adverse change by the company
in the method under which Participant's aggregate compensation, commissions
or sales support budgets are calculated, in each case occurring within
twelve (12) months following both (i) the purchase by any person, or group
of persons acting in concert, other than Lou Weisbach, of greater than
fifty percent (50%) of the shares of common stock of the Company then
outstanding, and (ii) the termination of Lou Weisbach as the Chief
Executive Officer of the Company."
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IN WITNESS WHEREOF, this Amendment to the Bonus Shares Agreement having
been authorized by the Compensation Committee of the Board of Directors is
executed on this 21st day of October, 1996.
Participant: Company:
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HA-LO INDUSTRIES, INC.
By:
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Its: Chief Financial Officer
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