September ___, 2006
[Name & Address of Participant]
Dear [Participant Name]:
The Company has previously granted to you shares of restricted stock and/or stock options. For
each grant, you and the Company entered into a Restricted Stock Agreement, Bonus Award Restricted
Stock Agreement or Stock Option Agreement
(each a Stock Agreement). Section 3(c) of each Stock
Agreement provides that in the event of a Corporate Event (as defined in the Stock Agreement), your
shares of restricted stock or stock options would not vest until the earlier of 360 days
after the Corporate Event or the termination of your employment without cause.
The Compensation Committee of the Board of Directors recently approved an amendment
outstanding Stock Agreements to eliminate the 360-day waiting period. The amendment
if there is a Corporate Event, your restricted shares or stock options, as applicable, shall become
vested in full on the date of the Corporate Event. The Compensation Committee believes that this
is consistent with current compensation practices.
is applicable to all of your outstanding Stock Agreements effective as of July 27,
2006. Please signify your acceptance of this amendment
by signing the enclosed copy of this letter
in the space indicated and returning it to me in the envelope provided.
In the meantime, if you have any questions, please do not hesitate to call Rusty Bozman
Very truly yours,
M. Jay Romans
Senior Vice President Human Resources
Accepted and Agreed: