Exhibit 10(c)(4)
HUNT CORPORATION
ADDENDUM
to
Stock Option Agreement dated December 20, 2000
Between Hunt Corporation and Bradley P. Johnson
On December 20, 2000, the Compensation Committee of the Board
of Directors of Hunt Corporation (the "Company") granted stock options (the
"Options") to Bradley P. Johnson under the Company's 1993 Stock Option and Stock
Grant Plan (the "Plan"). Subsequently an option agreement dated December 20,
2000 (the "Option Agreement") was entered into between the Company and Bradley
P. Johnson setting forth the terms of the Options.
Section 5 of the Option Agreement provides, in part, that the
Options are subject to possible acceleration as provided in Section 8 of the
Plan. Section 8 of the Plan, in turn, authorizes the Compensation Committee, in
its discretion, to accelerate, in whole or in part, options granted under the
Plan in the event the Compensation Committee determines that a change in control
of the Company has occurred or is likely to occur. Pursuant to such authority,
the Compensation Committee determined on January 2, 2002 that, in the event of a
Change in Control of the Company (as defined below) occurring prior to December
20, 2002, any and all then outstanding unvested Options automatically shall
accelerate and immediately become exercisable in full. It is the purpose of this
Addendum to incorporate formally such automatic acceleration in such
circumstances as a term of the Options, it being understood, however, that such
automatic acceleration shall only be applicable to the Options granted December
20, 2000 and shall not limit other authority granted to the Compensation
Committee with respect to such Options under the Plan, including Section 8
thereof.
As used in this Addendum, a "Change in Control" of the Company
shall be deemed to have occurred if:
(a) any person (a "Person"), as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than (i) the Company
and/or its wholly-owned subsidiaries, (ii) any ESOP or other
employee benefit plan of the Company, and any trustee or other
fiduciary in such capacity holding securities under such plan,
(iii) any corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company or (iv)
the Executive or any group of Persons of which he voluntarily
is a part), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding
securities, or such lesser percentage of voting power, but not
less than 15%, as the Board of Directors of the Company shall
determine; provided, however that a Change in Control shall
not be deemed to have occurred under the provisions of this
subsection (a) by reason of the beneficial ownership of voting
securities by members of the Bartol Family (as defined below)
unless and until the beneficial ownership of all members of
the Bartol Family (including any other individuals or entities
who or which, together with any member or members of the
Bartol Family, are deemed under Sections 13(d) or 14(d) of the
Exchange Act to constitute a single Person) exceeds 50% of the
combined voting power of the Company's then outstanding
securities;
(b) during any two-year period beginning after October 1, 1999,
Directors of the Company in office at the beginning of such
period plus any new Director (other than a Director designated
by a Person who has entered into an agreement with the Company
to effect a transaction within the purview of subsections (a)
or (c) hereof) whose election by the Board of Directors of the
Company, or whose nomination for election by the Company's
shareholders, was approved by a vote of at least two-thirds of
the Directors then still in office who either were Directors
at the beginning of the period or whose election or nomination
for election was previously so approved, shall cease for any
reason to constitute at least a majority of the Board; or
(c) the Company's shareholders or the Company's Board of Directors
shall approve (i) any consolidation or merger of the Company
in which the Company is not the continuing or surviving
corporation or pursuant to which the Company's voting common
shares (the "Common Shares") would be converted into cash,
securities and/or other property, other than a merger of the
Company in which holders of Common Shares immediately prior to
the merger have the same proportionate ownership of common
shares of the surviving corporation immediately after the
merger as they had in the Common Shares immediately before,
(ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all the assets or earning power of the Company,
or (iii) the liquidation or dissolution of the Company.
As used in this Addendum, "members of the Bartol Family" shall
mean the wife, children and descendants of such children of the late George E.
Bartol III, their respective spouses and estates, any trusts primarily for the
benefit of any of the foregoing and the administrators, executors and trustees
of any such estates or trusts.
IN WITNESS WHEREOF, the Company, intending to be legally bound
hereby, has caused this Addendum to be duly executed by its officers thereunto
duly authorized.
(Corporate Seal) HUNT CORPORATION
Attest:
By:
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