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Exhibit 10(1)
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AMENDMENT TO RESTRICTED STOCK AGREEMENTS
PURSUANT TO 1992 STOCK PLAN
(Salary Increase Deferral)
WHEREAS, the Corporation has entered into certain Restricted Stock
Agreements (the "Agreements") pursuant to The Allen Group Inc. 1992 Stock Plan,
as amended (the "Plan"), with certain key employees of the Corporation and its
subsidiaries ("Key Employees"); and
WHEREAS, the Committee anticipates that some of the restricted shares
of Common Stock of the Corporation ("Restricted Shares") granted to certain of
the Key Employees may vest during 1995; and
WHEREAS, at its meeting to be held on February 23, 1995, the Board of
Directors of the Corporation is expected to consider amendment of the Plan to
provide that an employee realizing a benefit under the Plan may fulfill his or
her obligation to pay any federal, state, local or foreign taxes required to be
withheld through the relinquishment of a portion of such benefit (the "Plan
Amendment"); and
WHEREAS, subject to the adoption of the Plan Amendment by the Board of
Directors, the Committee believes it would benefit the Corporation and be of
assistance to the Key Employees if the Agreements were amended to provide for
the application of a portion of the Restricted Shares that vest during the next
six months to satisfy any federal, state, local or foreign taxes required to be
paid in connection with the vesting of any such Restricted Shares during the
next six months and, with respect to any Restricted Shares vesting after such
six-month period, to provide the Key Employees with the ability to elect to
relinquish to the Company a portion of their Restricted Shares that vest to
satisfy such taxes;
NOW, THEREFORE, BE IT RESOLVED, that the Agreements dated April 28,
1992, between the Corporation and each of Robert G. Paul, Robert A. Youdelman,
James L. LePorte, III, John C. Martin, III, Ed Cohen, Erik van der Kaay, Frank
Hyson and Raymond Scanlon; the Agreements dated November 30, 1993, between the
Corporation and each of Peter Mailandt, Michael Morin, Robert Cameron, John
Burk, McDara P. Folan, III, Alan Amira and Pedro del Cuadro; and the Agreement
dated September 23, 1994, between the Corporation and John P. Kepple, be
amended by deleting Section 3(c) in its entirety and inserting therefor the
following:
"(c) As soon as practicable after the restrictions with respect to
any installment of Restricted Shares lapse (i) at the end of the period
applicable to such installment set forth in paragraph 3(a) above (the
"Restriction Period") or (ii) pursuant to paragraphs 3(b) or 5 hereof,
the Company will deliver to the Employee, or the Employee's legal
representative in case of the Employee's death, promptly after
surrender of the Employee's certificate(s) for the Restricted Shares to
the Treasurer of the Company, the certificate or certificates for such
shares free of any legend or further restrictions together with a new
certificate representing any remaining Restricted Shares. In the event
restrictions with respect to any installment of Restricted Shares lapse
prior to or on September 30, 1995, the Employee shall relinquish to the
Company, and the Company shall withhold from the Employee (or any
person entitled to act under this paragraph 3(c)), that portion of such
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Restricted Shares which, when multiplied by the Closing Price on the
date such restrictions lapse, equals in value the estimated amount of
federal, state, local or foreign taxes required to be paid in connection
with the lapsing of restrictions with respect to such Restricted Shares
based on the Employee's estimated maximum marginal tax rates;
provided, however, that the maximum number of Shares that will be
withheld shall not exceed 47 percent of such Restricted Shares. After
September 30, 1995, it shall be a condition to the obligation of the
Company to issue or transfer shares of Common Stock upon the lapse of
restrictions with respect to any installment of Restricted Shares that
the Employee (or any person entitled to act under this paragraph 3(c))
pay to the Company, or elect to relinquish to the Company a portion of
such Restricted Shares equal in value to, such amount as may be
required by the Company for the purpose of satisfying its liability to
withhold federal, state, local or foreign income or other taxes by reason
of such issuance or transfer. Any such election shall be subject to
approval by the Company's Management Compensation Committee, or
any successor thereto. If the amount required is not paid or authorized
to be relinquished and withheld from such Restricted Shares, the
Company may refuse to issue or transfer shares of Common Stock.
Furthermore, subject to the approval of the Company's Management
Compensation Committee, in connection with the vesting of any
Restricted Shares after September 30, 1995, the Employee (or any
person entitled to act under this paragraph 3(c)) may likewise elect to
relinquish to the Company an additional portion of such Restricted
Shares up to an amount equal in value to the estimated amount of
federal, state, local or foreign income or other taxes to be paid in
connection with the lapsing of restrictions on such Restricted Shares
with respect to which withholding by the Company is not required based
on the Employee's estimated maximum marginal tax rates; provided,
however, that the maximum number of Shares that may be withheld shall
not exceed 47 percent of such Restricted Shares. The Company shall
pay to the governmental entities designated by the Employee (or any
person entitled to act under this paragraph 3(c)) the amounts
designated by such Employee (or any person entitled to act under this
paragraph 3(c)) pursuant to this paragraph 3(c)."
FURTHER RESOLVED, that unless and until otherwise determined by this
Committee, all elections provided for in the foregoing amendment are hereby
approved.
FURTHER RESOLVED, that the foregoing amendment to the Agreements shall
be subject to, and effective only upon the adoption of, the Plan Amendment by
the Board of Directors as described in the foregoing resolutions.
FURTHER RESOLVED, that the officers of the Corporation, and each of
them, hereby are authorized to do and perform any and all acts and to execute
and deliver any and all plan documents, amendments, agreements or other
instruments as they may deem necessary or advisable to effectuate the foregoing
resolutions, and any actions taken by the officers of the Corporation, or any
of them, in furtherance of the foregoing resolutions are hereby ratified and
confirmed as the actions of the Corporation.