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EXHIBIT 10.1
SECOND AMENDMENT
TO THE
AMERICAN BUSINESS PRODUCTS, INC. 1991 STOCK OPTION PLAN
This Second Amendment to the American Business Products, Inc.
1991 Stock Option Plan (the "Plan") is made and entered into this 26th day of
April 1995, by American Business Products, Inc. (the "Company").
WHEREAS, at its meeting on February 8, 1995, the Board of
Directors of the Company (the "Board") determined to amend the Plan: (i) to
change the name of the Plan to the "American Business Products, Inc. 1991 Stock
Incentive Plan"; (ii) to permit the Committee to grant restricted stock awards
to certain key employees who have exhibited extraordinary performance or who
have met certain long-term performance goals which have been established by the
Committee before the performance period begins; and (iii) to increase the
number of shares reserved for issuance under the Plan by 500,000 shares; and
WHEREAS, the Board authorized the registration and listing of
the additional shares reserved for issuance under the Plan; and
WHEREAS, Section 10 of the Plan provides that the Company may
amend the Plan upon Board approval;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The name of the Plan is hereby changed to the "American
Business Products, Inc. 1991 Stock Incentive Plan.
2. Section 3 of the Plan is hereby amended by changing the number
"300,000" to "950,000."
3. A new Section 6A is hereby inserted in the Plan, following
Section 6 and before Section 7 of the Plan, to read as follows:
"6A. Restricted Stock.
Restricted Stock may be awarded to key employees from time to
time and at such times as may be authorized by the Committee. At its
discretion, the Committee may appoint a subcommittee composed only of
outside directors of the Company to administer the awards of
Restricted Stock. The Committee (or its appointed subcommittee) shall
have the sole discretion to award Restricted Stock to a key employee
either (i) as recognition of extraordinary performance on the
Company's behalf, or (ii) as recognition for attainment of specified,
objective, long-term performance goals.
The Committee (or its appointed subcommittee) may establish,
in writing, certain objective, long-term performance goals for
specified key employees, and upon attainment of those goals, may grant
Restricted Stock (in an amount stated in the preestablished goals) to
reward those key employees for their long-term performance. Long-
term goals will be considered for
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performance periods of not less than three years. The Committee shall
establish the objective, long-term performance goals and communicate
such goals to the applicable key employees prior to the beginning of
the performance period to be measured. As soon as practicable after
the end of the performance period, the Committee shall ascertain
whether such specified goals were met and, if so, shall certify in
writing by approved minutes of its meeting that the performance goals
were met, and shall then make an award of the prespecified number of
shares of Restricted Stock to the key employee. The Committee may not
increase the number of shares of Restricted Stock to be granted upon
the attainment of the preestablished long-term performance goals;
however, the Committee may, in its discretion, decrease or eliminate
the award of Restricted Stock upon the attainment of the goals.
An award of Restricted Stock shall provide a key employee with
immediate rights of ownership in the shares of Common Stock underlying
the award, but such shares shall be subject to such restrictions as
the Committee shall specify and shall be subject to forfeiture by the
key employee until the earlier of (i) the time such restrictions lapse
or are satisfied, or (ii) the time such shares are forfeited. In its
authorization of an award of Restricted Stock hereunder, the Committee
shall specify the name of the key employee, the number of shares of
Restricted Stock to be awarded and the restrictions to which such
Restricted Stock shall be subject. The Committee then shall prepare a
written agreement, executed and dated by the Company, evidencing such
terms of the award (the "Restriction Agreement"). The Committee shall
present such Restriction Agreement to the key employee. The failure
of the key employee to execute the Restriction Agreement within 30
days after the date of the receipt of same shall render the
Restriction Agreement and the underlying award of Restricted Stock
null and void ab initio. Restriction Agreements and the Restricted
Stock awarded thereby shall comply with and be subject to the
following terms and conditions:
(a) Key Employee and Number of Shares. Each
Restriction Agreement shall state the name of the key employee
and the total number of shares of the Common Stock to which it
pertains.
(b) Restrictions on Stock. The vesting of
complete ownership rights in any Restricted Stock awarded
pursuant to this Section shall be subject to such terms and
conditions as the Committee may determine in its sole
discretion; provided, no key employee shall be required to pay
any consideration in the form of cash or other property as a
condition to acquiring the Restricted Stock. A key employee
shall vest and obtain a nonforfeitable interest in the
Restricted Stock as of the date that the last of such terms
and conditions is satisfied; provided, if such terms and
conditions are not satisfied by the deadline, if any,
designated by the Committee and specified in the Restriction
Agreement, the portion of Restricted Stock still subject to
such terms and conditions shall be forfeited and returned to
the Company. The Committee, in its sole discretion, may
provide for the lapse of the terms and conditions to which
Restricted Stock is subject in installments, and may provide
for different terms and conditions and/or a different
restriction period with respect to each award, or any portion
of an award, of Restricted Stock.
(c) Delivery of Restricted Stock.
(i) The Company shall make delivery of
the shares of Restricted Stock within a reasonable
period of time
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after execution of a Restriction Agreement; provided,
if any law or regulation requires the Company to take
any action (including, but not limited to, the filing
of a registration statement under the 1933 Act and
causing such registration statement to become
effective) with respect to such shares before the
issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to
take such action.
(ii) Unless the certificates representing
shares of the Restricted Stock are deposited with a
custodian pursuant to Paragraph (iii) of this
subsection, if applicable, each such certificate
shall bear the following legend (in addition to any
other restrictive legends required pursuant to
Section 9):
"The transferability of this certificate and
the shares of stock represented hereby are
subject to the restrictions, terms and
conditions (including forfeiture and
restrictions against transfer) contained in
the American Business Products, Inc. 1991
Stock Incentive Plan and a Restriction
Agreement, dated _________, 19___, between
__________________________________________
____________________________ and American
Business Products, Inc. The Plan and
Restriction Agreement are on file in the
office of the Secretary of American Business
Products, Inc."
Such legend shall be removed from any certificate
evidencing such shares of Restricted Stock as of the
date that such shares become nonforfeitable.
(iii) As an alternative to delivering a
stock certificate to the key employee pursuant to
paragraph (ii) of this subsection, any certificate
evidencing Restricted Stock may be deposited by the
Company with a custodian to be designated by the
Committee. The Company shall cause the custodian to
issue to the key employee a receipt for any
Restricted Stock deposited with it in accordance with
this subsection. Such custodian shall hold the
deposited certificates and deliver the same to the
key employee in whose name the shares of Restricted
Stock evidenced thereby are registered only after
such shares become nonforfeitable.
(iv) A key employee shall pay in cash (or
have withheld from his or her compensation) an amount
equal to the amount, if any, which the Company is
required at any time to withhold under the income tax
withholding provisions of the
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Code and of the income tax laws of the state of the
key employee's residence.
(d) Termination of Employment. Except as
otherwise determined by the Committee and set forth in a
Restriction Agreement, in the event that the employment of a
key employee to whom Restricted Stock has been granted is
terminated for any reason (including a termination by the
Company whether or not for good cause and a termination by
reason of the death, disability or retirement of the key
employee) before satisfaction of the terms and conditions to
which the Restricted Stock is subject, all shares of
Restricted Stock still subject to restriction shall be
forfeited and shall be reacquired by the Company.
(e) Transfer. No shares of Restricted Stock
shall be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of while such shares are still subject
to restriction, except that, subject to Section 6A(d), such
Restricted Stock may be bequeathed by will or transferred by
operation of the laws of descent and distribution.
(f) Waiver of Restrictions. If the Committee
determines that, in cases of death, disability, retirement, or
other circumstances determined by the Committee, a waiver of
any or all remaining restrictions with respect to a key
employee's Restricted Stock would be desirable, it may elect
in its sole discretion to waive such remaining restrictions.
(g) Rights as a Shareholder. Upon delivery of
Restricted Stock to the key employee (or the custodian, if
any), the key employee shall, except as set forth in Section
6A(e), have all of the rights of a shareholder with respect to
the Restricted Stock, including the right to vote the shares
of Restricted Stock and receive all dividends or other
distributions paid or made with respect to the Restricted
Stock. Until such delivery, the key employee shall have no
rights as a shareholder."
4. The effective date of this Second Amendment to the Plan shall
be February 8, 1995.
5. Except as specifically set forth herein, the terms of the Plan
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to
the Plan to be executed by its duly authorized officer as of the date first
above written.
AMERICAN BUSINESS PRODUCTS, INC.
By: /S/ Thomas R. Carmody
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Title: Chairman and Chief Executive
Officer
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