EXHIBIT 10.28
AGREEMENT AND
AMENDMENT TO STOCK APPRECIATION RIGHT AGREEMENT
THIS AGREEMENT AND AMENDMENT (this "Amendment"), dated as of November
10, 1997, is made by and between Howmet Corporation, a Delaware corporation (the
"Company"), and James Stanley (the "Executive") and amends that certain Stock
Appreciation Right Agreement by and between the Company and the Executive (the
"Agreement"). Defined terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
WHEREAS, the Company has previously granted to the Executive the Stock
Appreciation Rights provided for in the Agreement; and
WHEREAS, the Company desires to limit the potential value of the Stock
Appreciation Rights in exchange for certain options to purchase common stock of
Howmet International Inc. (formerly known as Blade Acquisition Corp.) to be
granted to the Executive in connection herewith;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Executive do hereby agree as follows:
ARTICLE I
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1. The provisions of Paragraph 2 of this Article I and Article II of this
Amendment shall become effective only upon the later to occur of (a) the first
date on which persons holding at least 80% of the Stock Appreciation Rights
granted by the Company prior to the date hereof have executed an agreement and
amendment in the same form as this Agreement and Amendment, and (b) the closing
of the IPO; provided that, in the event the events set forth in clauses (a) and
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(b) above shall not have occurred on or prior to January 31, 1998, this
Amendment shall be terminated, its provisions shall become null and void, and
the Agreement, as currently in effect, shall continue in effect in accordance
with its terms.
2. The Company agrees to grant to the Executive, on the closing date of
the IPO, options ("Options") to purchase a number of shares of Blade Common
Stock (as defined in the Agreement) equal to 50 times the number of Stock
Appreciation Rights granted to the Executive pursuant to the Agreement (or 80%
thereof, in the event the Executive elects to receive a 1998 Payout (as defined
below)), at an exercise price per share equal to the IPO Price (as defined
below). The Options shall vest and become exercisable in 25% increments on
January 1 each year beginning 1999 until fully vested. The Options shall expire
on the eighth anniversary date of their granting. The Options shall be subject
to additional terms and conditions to be set forth in a stock option plan to be
adopted by the Company or its corporate parent and/or a stock option grant
agreement to be entered into between the Executive and the Company or its
corporate parent, including, without limitation, terms and provisions that (a)
accelerate the vesting and/or exercisability of Options upon the occurrence of
certain events, and (b) freeze the vesting or
require forfeiture of Options in the event of termination of the Executive's
employment with the Company.
3. By executing this Amendment, the Executive hereby acknowledges the
foregoing paragraphs and agrees to accept and be bound by the terms of any plan
or agreement containing terms and provisions relating to the Options not
inconsistent with the foregoing paragraph.
ARTICLE II
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1. Section 1.1 of the Agreement is hereby amended by deleting clauses (v)
and (vi) thereof and renumbering clause (vii) thereof to be clause (v).
2. Section 1.3 of the Agreement is hereby amended by deleting the words
"one two-hundredth (1/200) of the" and inserting thereat the words "fifty (50)
times the".
3. Section 1.5 of the Agreement is hereby amended in its entirety as
follows:
" `Blade' shall mean Howmet International Inc., a Delaware
corporation."
4. Section 1.7 of the Agreement is hereby amended in its entirety as
follows:
" `Board' shall mean the Board of Directors of Blade, or any committee
thereof to which such Board of Directors shall have delegated all or any
portion of its authority hereunder."
5. Section 1.13 of the Agreement is hereby amended in its entirety as
follows:
" `Fair Market Value' for purposes of this Agreement shall mean, as of
any given date, the lesser of (a) the mean between the highest and lowest
reported on such date (or, if there is no reported sale on such date, on
the last preceding date on which any reported sale occurred) sales prices
of Blade Common Stock on the New York Stock Exchange Composite Tape or, if
not listed on such exchange, on any other national securities exchange on
which the Blade Common Stock is listed or on NASDAQ (provided that if there
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is no regular public trading market for such stock, the Fair Market Value
of Blade Common Stock shall be determined by the Board of Directors in good
faith) and (b) the IPO Price."
6. Section 1.20 of the Agreement is hereby amended by deleting the words
"one two-hundredth (1/200) of a share" and inserting thereat the words "fifty
(50) shares".
7. Section 1.24 of the Agreement is hereby deleted.
8. Section 1.28 of the Agreement is hereby amended by adding at the end
thereof the following:
", less, in the event the Executive elects to receive a 1998 Payout, 20%."
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9. A new Section 1.30 and a new Section 1.31 shall be added to Article I
of the Agreement, and shall read in their respective entireties as follows:
"Section 1.30 IPO
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" `IPO' shall mean the initial offering of Blade Common Stock, whether
by Blade or by any stockholder of Blade, to the public pursuant to an
effective registration statement on Form S-1 under the Securities Act of
1933, as amended.
"Section 1.31 IPO Price
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" `IPO Price' shall mean the per share price to public at which shares
of Blade Common Stock are sold in the IPO."
10. Section 2.1 of the Agreement is hereby amended by deleting the words
"one two-hundredth (1/200) of a share" and inserting thereat the words "fifty
(50) shares".
11. Section 2.3 of the Agreement is hereby amended by adding to the end
thereof the following:
"(d)(i) Any other provision of this Section 2.3 notwithstanding, the
Executive may irrevocably elect to receive the Appreciated Value of 20% of
the Stock Appreciation Rights granted hereby (the "1997 Vested
Percentage"), in a lump sum, in cash (a "1998 Payout"), on a date selected
by the Board in its discretion that is within 30 days of the closing of the
IPO, but not earlier than January 1, 1998.
"(ii) An election to receive a 1998 Payout shall be made in writing
and delivered to the Company. If the Executive does not make an election,
the Executive shall be deemed to have elected not to receive a 1998
Payout."
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IN WITNESS WHEREOF, this Amendment has been executed and delivered by
the parties hereto as of the date first written above.
HOWMET CORPORATION
By:___________________________________
Name: David L. Squier
Title: President and CEO
Sign: /s/ James R. Stanley
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Print Name Here: James R. Stanley
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____________________________________
Address
____________________________________
City State Zip
____________________________________
Taxpayer Identification Number
1998 PAYOUT ELECTION
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By signing my name in the space provided below, I hereby elect, pursuant to
Section 2.3(d) of the Stock Appreciation Right Agreement, as amended, between
myself and the Company, to receive a 1998 Payout, as such term is defined in
such agreement. My election is irrevocable by me.
(Please sign only if you wish to receive a 1998 Payout. If you wish to decline
the 1998 Payout, please leave blank)
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Signature
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