EXHIBIT 10.f
FIFTH AMENDMENT TO HUFFY CORPORATION
1998 KEY EMPLOYEE NON-QUALIFIED STOCK PLAN
This Fifth Amendment is made and effective as of April 24, 2003 to the 1998 Key
Employee Non-Qualified Stock Plan (the "Plan"), under the following
circumstances:
A. Huffy Corporation (the "Company") desires to amend the Plan and such
amendment was approved and adopted by the Board of Directors of the
Company on April 24, 2003.
NOW, THEREFORE, the Plan shall be amended as follows:
1. Definitions. All capitalized terms herein, unless otherwise
specifically defined in this Amendment, shall have the meanings given
to them in the Plan.
2. Amendment to Section 10(a). Section 10(a) of the Plan is hereby amended
in its entirety to read as set forth below:
`(a) To the extent not inconsistent with the provisions of
this Plan, the Committee shall fix the terms and provisions
and restrictions of options and stock appreciation rights,
including the number of shares of Common Stock to be subject
to each option, the dates on which options may be fully or
partially exercised, the minimum period (if any) during which
the same must be held until exercisable and the expiration
dates thereof. Notwithstanding the preceding sentence and
except for such adjustments as permitted in Section 5(d) of
this Plan for the reasons listed therein, the Committee shall
not reprice, or otherwise amend or change, the exercise price
of any option after such exercise price is fixed on the date
of grant of such option without the approval of the
shareholders. The Committee may require an agreement,
commitment, or statement on the part of any grantee of options
and/or stock appreciation rights prior to the effectiveness of
any such grant as it shall determine is in the best interest
of the Company.'
3. Amendment to Section 15(a)(i). Section 15(a)(i) of the Plan is hereby
amended in its entirety to read as set forth below:
`(i) Upon the termination of the employment of an employee for
disability or upon his retirement under a pension plan (defined
benefit) for salaried employees or, if the employee is not an active
participant under a pension plan (defined benefit) for salaried
employees, upon his retirement after reaching the age of 55 and having
not less than five years of service with the Company or a subsidiary of
the Company, he shall have the right to purchase all or any part of the
Common Stock with respect to which he held non-qualified options
immediately prior to the date of such termination or retirement, until
five years after such retirement, or termination due to disability,
whichever is first to occur. The employee shall also have the right
within the period of three (3) months next following the date of such
termination or retirement, to purchase all or any part of the Common
Stock
with respect to which he was entitled to exercise Incentive Stock
Options immediately prior to the date of such termination or retirement
or to exercise any equivalent stock appreciation right which he was
entitled to exercise immediately prior to the date of such termination
or retirement.'
4. Effective Date and Affirmation. This Amendment shall be effective as of
April 24, 2003. Except as amended hereby and the First, Second, Third,
and Fourth Amendments, the Plan remains unchanged and in full force and
effect.
IN WITNESS WHEREOF, this Fourth Amendment has been executed as of April 24,
2003.
HUFFY CORPORATION
/s/ Nancy A. Michaud
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Nancy A. Michaud
Vice President - General Counsel
and Secretary