AMENDMENT TO THE
XXXXXX INDUSTRIES, INC.
1992 STOCK OPTION PLAN
WHEREAS, Xxxxxx Industries, Inc., a Texas corporation, with its principal
office and place of business in Tarrant County, Texas (the "Company"),
heretofore adopted the Xxxxxx Industries, Inc. 1992 Stock Option Plan (the "1992
Plan") and the related Stock Option Agreements (the "Option Agreements"); and
WHEREAS, the Company desires to amend the 1992 Plan with respect to the
section titled Termination of Employment, Disability or Death of Optionee; and
WHEREAS, the Board of Directors of the Company has authorized the amendment
to the 1992 Plan;
NOW, THEREFORE, pursuant to the powers reserved in the Plan, the Company
does hereby amend and restate Section 13 of the 1992 Plan, Termination of
Employment, Disability or Death of Optionee, in its entirety to read as follows:
14. Termination of Employment, Disability or Death of Optionee. Except as
may be otherwise expressly provided herein, all Options, whether or not
accrued pursuant to the terms of such Options, shall terminate immediately
upon the severance of the employment relationship between the Optionee and
the Company, or a Subsidiary of the Company, for any reason, voluntarily or
involuntarily, for or without cause. Absence on leave approved by the
Committee shall not be considered the severance of employment.
If, before the date of expiration of the Option, the Optionee shall
become disabled or retire from the employ of the Company, or a Subsidiary
of the Company, the Option shall terminate on the earlier of such date of
expiration of the Option or on a day which is one day less than three (3)
months after the earlier of the date of such retirement. Notwithstanding
anything to the contrary contained in this Section 14, with the written
approval of the Board of Directors of the Company or the Committee, such
Options may be exercised, subject to the condition that no Option may be
exercised after the date of its expiration, during such period as the Board
of Directors of the Company or the Committee may determine. In the event
of such disability or retirement, the Optionee shall have the right prior
to the termination of such Option to exercise the Option to the extent to
which he was entitled to exercise such Option immediately prior to such
disablement or retirement; provided, however, that with the written
approval of the Board of Directors of the Company or the Committee, such
Option may be exercised, subject to the condition that no Option shall be
exercisable after the date of expiration of such Option, during such period
and to such extent (whether or not accrued pursuant to the terms of the
Option) as the Board of Directors of the Company or the Committee may
determine.
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In the event an Optionee dies while in the employ of the Company or a
Subsidiary of the Company or within a period of three (3) months after
the termination of his employment with the Company or a Subsidiary of the
Company, the Option may be exercised, subject to the condition that no
Option shall be exercisable after the date of expiration of such Option, to
the extent of the Optionee's right to exercise such option at the time of
his death by the executors or administrators of the Optionee, or by any
other person or persons who shall have acquired the Option by will or by
the laws of descent and distribution at any time prior to the earliest of
(i) the first anniversary of the Optionee's death, (ii) the first
anniversary of the prior termination of his employ, or (iii) the expiration
date specified in such Option. Notwithstanding anything to the contrary
contained in this Section 13, with the written approval of the Board of
Directors of the Company or the Committee, such Option may be exercised,
subject to the condition that no Option shall be exercisable after the date
of expiration of such Option, during such period and to such extent
(whether or not accrued pursuant to the terms of the Option) as the Board
of Directors of the Company or the Committee may determine.
Except as amended by this instrument, the 1992 Plan shall remain in full
force and effect. This instrument may be executed in a number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed this 16 day of April,
1999.
XXXXXX INDUSTRIES, INC.
By: /S/XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
