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EXHIBIT 4.7
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AMENDMENT NO. 1 TO
DURAMETALLIC CORPORATION
EXECUTIVE INCENTIVE BONUS PLAN, AS AMENDED
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In accordance with Section 9 of the DURAMETALLIC EXECUTIVE
INCENTIVE BONUS PLAN, AS AMENDED (the "Plan"), and as contemplated by Section
6.19(a) of the Agreement and Plan of Merger, dated as of September 11, 1995,
among The Duriron Company, Inc., Wolverine Acquisition Corp. and Durametallic
Corporation, the Plan is amended, effective November 17, 1995, as follows:
1. Section 2.7 of the Plan is amended in its entirety to read
as follows:
2.7 "Common Shares" means, for all periods preceding
the Effective Time, common shares of the Corporation. For all
periods from and after the Effective Time (and with respect to
any shares issued after the Effective Time), "Common Shares"
means shares of Duriron Common Stock.
2. Section 2 of the Plan is further amended by adding the
following additional sections:
2.18 "Duriron" means The Duriron Company, Inc., a
New York corporation.
2.19 "Agreement and Plan of Merger" means the
Agreement and Plan of Merger, dated as of September 11, 1995,
among Duriron, Wolverine Acquisition Corp. and the
Corporation.
2.20 "Merger" means the merger of Wolverine
Acquisition Corp. into the Corporation for which provision is
made in the Agreement and Plan of Merger.
2.21 "Conversion Ratio" means the Conversion Ratio
(reflecting the number of shares of Duriron Common Stock into
which a common share of the Corporation will be converted in
the Merger) for which provision is made in Section 3.3 of the
Agreement and Plan of Merger.
2.22 "Effective Time" means the time of
effectiveness of the Merger.
2.23 "Duriron Common Stock" means the Common Stock,
$1.25 par value per share, of Duriron.
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3. Section 5 of the Plan is amended by amending Section 5.4
in its entirety to read as follows and by adding new Section 5.5 as set forth
below:
5.4 For any Year ending prior to the Effective Time,
the Corporation's independent public accountants shall
determine and report to the Committee the amount available for
the Plan for such Year as promptly as practicable following
completion of their audit of the accounts of the Corporation
for the purpose of certification of the financial statements
appearing in the annual report to shareholders of the
Corporation for the Year. In such case, the date the
Corporation receives such accountants' report shall be the
"Determination Date" for purposes of this Plan.
5.5 For any Year ending after the Effective Time,
the chief financial officer of Duriron shall make a good faith
determination of the amount available for the Plan for such
Year, such determination to be made in accordance with
generally accepted accounting principles applied consistently
with the Corporation's past practice. In such case, the date
on which Duriron publicly announces its results of operations
for the same period as such Year shall be the "Determination
Date" for purposes of this Plan.
4. Sections 7.1 and 7.2 of the Plan are amended in their
entirety to read as follows:
7.1 Common Shares to be delivered in partial payment
of Bonuses shall be made available from authorized and
unissued stock (i) of the Corporation, in the case of shares
issued prior to the Effective Time, and (ii) of Duriron, in
the case of shares issued at or after the Effective Time.
7.2 (a) The Common Share portion of the Long Term
Portion of the Bonus shall consist of the number of Common
Shares having an aggregate market value, determined as
provided in Section 7.2(c), equal to fifty percent (50%) of
the Key Executive's share of the Long Term Portion as
determined under Section 5.1. Such Common Shares shall be
issued within 30 days after the determination of market value
per share in accordance with Section 7.2(c). If payment of
Common Shares would require the delivery of a fractional
share, then in lieu of the fractional share the Corporation
shall pay to the Key Executive the cash value thereof.
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(b) After the Effective Time, no common shares of
the Corporation will be issued under the Plan, but instead
persons otherwise entitled to receive common shares of the
Corporation shall receive, under the same terms and
restrictions as would be applicable to the common shares of
the Corporation without regard to the Agreement and Plan of
Merger or the Merger, that number of shares of Duriron Common
Stock (rounded down to the next full share) determined by
multiplying the number of common shares of the Corporation
otherwise issuable by the Conversion Ratio. For purposes of
the foregoing, the number of common shares of the Corporation
otherwise issuable shall be considered to be the quotient of
(i) fifty percent (50%) of the Key Executive's share of the
Long Term Portion of the Bonus, divided by (ii) the market
value per share of a share of Duriron Common Stock, determined
as provided in Section 7.2(c), divided by (iii) the Conversion
Ratio.
(c) In the case of common shares of the Corporation
delivered prior to the Effective Time, market value per share
shall be determined by independent appraisers or such other
valuation methods as the Corporation may from time to time
adopt. In the case of shares of Duriron Common Stock
delivered at or after the Effective Time, market value per
share shall be considered to be the average of the closing
sale prices of a share of Duriron Common Stock during the last
10 trading days ending on the Determination Date (or ending
immediately prior to the Determination Date if the
Determination Date is not a trading day), as reported on the
NASDAQ National Market.
5. Section 10 of the Plan is amended by adding new Section
10.4 as follows:
10.4 In the event the Merger becomes effective, the
Plan shall terminate as of the beginning of business on
January 1, 1996; provided, however, that such termination
shall not affect entitlement to or payment of any Bonus earned
with respect to any Year ending prior to January 1, 1996.
DAN2645.AMT
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