Exhibit 10.20 (b)
AMENDMENT NUMBER ONE
to the
EXECUTIVE INCENTIVE COMPENSATION PLAN
FOR FISCAL 2000
The Executive Incentive Compensation Plan for Fiscal 2000 (the
"Plan"), is hereby amended, effective as of June 15, 2000, as set forth below.
Capitalized terms used herein without definition shall have the
respective meanings set forth in the Plan.
1. Section 4. Target Incentive Awards.
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The second to last sentence of Section 4 shall be amended by replacing
the phrase "by comparing the average of the high and low price of the Company's
common stock, as reflected on the New York Stock Exchange Composite transactions
tape ("NYSE Tape") during the last fifteen (15) New York Stock Exchange trading
dates of Fiscal 2000" with the phrase "by comparing $27.50 (representing the
closing price of the Company's common stock, as reflected on the New York Stock
Exchange Composite transactions tape ("NYSE Tape") on June 15, 2000) (the
"Fiscal 2000 Price")"
A new sentence shall be inserted before the last sentence of Section 4
and read as follows:
"Notwithstanding the foregoing, in the event a Change in Control occurs
during the Company's Fiscal 2000 or during the Company's fiscal year
beginning July 1, 2000 as a result of negotiations which commenced during
Fiscal 2000 (a "Qualifying Change of Control") then the Fiscal 2000 Price
shall be deemed to be the greater of (x) $27.50 and (y) the Change of
Control Price (as defined below)."
The following provisions shall be added to the end of Section 4:
"Change of Control Price" shall mean the amount of consideration per share
paid to the Company's shareholders in connection with the Change in
Control. If the consideration paid to the Company's shareholders in
connection with the Change of Control consists in whole or in part of other
securities or other property or assets then the value of such securities or
other property or assets shall be the fair market value of such securities
or other property or assets as determined on the day prior to the
consummation of the Change in Control. If such securities are publicly
traded securities of another corporation ("Acquiror Stock") the fair market
value of such securities shall be the volume-weighted average of the per
share selling price of Acquiror Stock for the five consecutive trading days
ending on the second trading day prior to the consummation of the Change of
Control (the "Trading Period") on the Composite Tape of the principal
national securities exchange on which such shares of Acquiror Stock are
listed or, if no Composite Tape exists for such national securities
exchange on such date, then on the principal national securities exchange
on which such shares are listed or admitted to trading, or if such shares
are not listed or admitted on a national securities exchange, then by the
average arithmetic means of the per share closing bid price and per share
closing asked price of
such share of Acquiror Stock during the Trading Period as quoted on the
National Associate of Securities Dealers Automated Quotation system (or
such market in which such prices are regularly quoted). If such securities
are not publicly traded securities or if the consideration paid is other
property or assets, then the fair market value of such securities, other
property or assets shall be as determined by the Board of Directors in good
faith in consideration of all relevant factors, including any recent
trading price of the Company's common stock, and based upon the advice of
the investment bank or other third party financial expert assisting the
Company for purposes of evaluating the Change of Control transaction.
In the event an incentive award is paid to a participant hereunder
prior to the consummation of a Qualifying Change of Control and a
Qualifying Change of Control subsequently occurs, then the amount of the
participant's Target Award shall be recalculated based upon the Change of
Control Price and if the amount of the Target Award, as recalculated, is
greater, the participant shall be entitled to a supplemental payment
hereunder based upon such recalculated Target Award. Any such supplemental
payment shall be paid to the participant in cash within 30 days following
the consummation of a Qualifying Change of Control.
2. Section 8. Change in Control.
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(a) The definition of "Good Reason" set forth in Section 8(b) of the
Plan is amended by deleting the last sentence thereof which currently reads "The
participant must notify the Company of an event constituting Good Reason within
ninety (90) days following his or her knowledge of its existence or such event
shall not constitute Good Reason under the Plan."
(b) The definition of "Cause" set forth in Section 8(c) of the Plan
is amended to include the phrase "which remains uncured for a period of ten (10)
days" immediately following the parenthetical "(other than any failure due to
physical or mental incapacity)".
3. The validity, interpretation, and enforcement of this amendment
shall be governed by the law of the State of New York. The invalidity or
unenforceabililty of any provision of this amendment shall not affect the
validity or enforceabililty of any other provision of this amendment or of the
Plan, as amended hereby, which other provisions shall remain in full force and
effect.