Exhibit 10.e
FIFTH AMENDMENT TO HUFFY CORPORATION
1998 KEY EMPLOYEE STOCK PLAN
This Fifth Amendment is made and effective as of April 24, 2003, to the 1998 Key
Employee Stock Plan (the "Plan"), under the following circumstances:
The Company desires to amend the Plan and the amendment with respect to Sections
5(a) and 15(a)(i) of the Plan was approved and adopted by the Board of Directors
of the Company on February 11, 2003 and April 24, 2003, respectively, and by
Shareholders of the Company on April 24, 2003 (with respect to Section 5(a))
and the amendment with respect to Section 21(a) of the Plan was approved and
adopted by the Compensation Committee of the Board of Directors of the Company
on December 12, 2002.
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 5(a). The first sentence of Section 5(a) of the Plan
is hereby amended in its entirety to read as set forth below:
"(a) The total number of shares of Common Stock which may be issued
in the aggregate under this Plan, the 1998 Director Stock
Incentive Plan and the 1998 Restricted Share Plan shall not
exceed 1,856,714 shares subject, however, to adjustments
required under the provisions of Section 5(d) hereof."
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. AMENDMENT TO SECTION 21(a). The first sentence of Section 21(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 on the offer and sale of Restricted Shares,
including the number of shares of Common Stock offered, the
purchase price, the portion of future bonuses to be set off
against such purchase price (as provided in Section 21(c) of
this Plan), and the Restricted Period (as defined in Section
25(a) of this Plan; provided that in no event shall the
Committee offer for sale more than 366,500 shares of Common
Stock as Restricted Shares under this Plan."
5. 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 Fifth Amendment has been executed as of April 25, 2003.
HUFFY CORPORATION
/s/ Nancy A. Michaud
-------------------------------------
Nancy A. Michaud
Vice President - General Counsel
and Secretary