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Exhibit 10(i)
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THIRD AMENDMENT TO
THE ALLEN GROUP INC.
1992 STOCK PLAN
Subject to the approval of the stockholders of the Company at its 1995
Annual Meeting of Stockholders to be held on April 27, 1995, this Third
Amendment to The Allen Group Inc. 1992 Stock Plan, as previously amended, is
hereby adopted this 23rd day of February, 1995, to provide as follows:
1. Section 2 of the Plan hereby is amended by deleting Section 2 in its
entirety and inserting in place thereof the following provisions:
"2. SHARES SUBJECT TO PLAN. The total number of
shares of Common Stock with respect to which options may
be granted and Restricted Shares may be awarded under
the Plan shall not exceed 2,000,000. Shares awarded as
Restricted Shares or issued upon exercise of options
granted under the Plan may be authorized and previously
unissued shares, issued shares which have been
reacquired by the Company or a combination thereof. In
the event that any Restricted Shares shall be forfeited or
any option granted under the Plan shall terminate, expire
or, with the consent of the optionee, be canceled as to any
shares of Common Stock, without having been exercised in
full, new awards of Restricted Shares may be made or new
options may be granted with respect to such shares
without again being charged against the maximum share
limitation set forth above in this Section 2. In addition,
upon the full or partial payment of any option price by the
transfer to the Company of shares of Common Stock or
upon satisfaction of tax withholding obligations in
connection with any such exercise or the lapsing of
restrictions on any Restricted Shares or any other
payment made or benefit realized under this Plan by the
transfer or relinquishment of shares of Common Stock,
only the net number of shares of Common Stock actually
issued or transferred by the Company, after subtracting
the number of shares of Common Stock so transferred or
relinquished, shall be charged against the maximum share
limitation set forth above in this Section 2; provided,
however, that the number of shares of Common Stock
actually issued or transferred by the Company upon the
exercise of Incentive Stock Options shall not exceed such
maximum share limitation.
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No employee shall be granted options for more than
200,000 shares of Common Stock, or awarded more than
100,000 Restricted Shares, under the Plan in any one
fiscal year of the Company, subject to adjustments as
provided in Section 7 of this Plan."
2. The last sentence of Section 5(a) hereby is deleted in its entirety.
3. Section 6(b) of the Plan hereby is amended by adding the following
sentence after the third sentence of Section 6(b):
"Such conditions may also include performance measures,
which, in the case of any such award of Restricted Shares
to an employee who is a "covered employee" within the
meaning of Section 162(m) of the Code, shall be based on
one or more of the following criteria: earnings per share,
market value per share, return on invested capital, return
on operating assets and return on equity."
All other provisions of the Plan hereby are ratified, confirmed and
approved.
IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
duly executed in its name by its duly authorized officer this 23rd day of
February, 1995.
THE ALLEN GROUP INC.
By: /s/ Philip Wm. Colburn
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Philip Wm. Colburn
Chairman of the Board
ATTEST:
/s/ McDara P. Folan, II
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McDara P. Folan, III
Secretary