First Amendment to Employment Agreement between Mark G. Kachur and CUNO Incorporated

Summary

This amendment updates the employment agreement between Mark G. Kachur and CUNO Incorporated, effective April 17, 2002. It revises the terms for granting restricted shares and stock options to Mr. Kachur, specifying new award dates, amounts, and vesting conditions under the company's stock incentive plan. The amendment also clarifies how option prices are determined. All other terms of the original agreement remain unchanged.

EX-10.26 3 y63435exv10w26.txt EXHIBIT 10.26 Exhibit 10.26 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF MARK G. KACHUR This First Amendment to Employment Agreement of Mark G. Kachur, effective April 17, 2002, hereby amends the Employment Agreement, dated December 1, 2000, entered into by Mark G. Kachur and CUNO Incorporated, as follows: Paragraph 3(c), is deleted in its entirety and is replaced with new Paragraph 3(c), as follows: 3(c) Restricted Shares. Provided the Executive remains in the employ of the Company, the Company shall grant to Executive, restricted shares of the Company's Common Stock, as follows:

Each award shall be made pursuant to the Company's 1996 Stock Incentive Plan, as amended, (with 4-year vesting) or any successor plan. Paragraph 3(d), is deleted in its entirety and is replaced with new Paragraph 3(d), as follows: 3(d) Options. Provided Executive remains in the employ of the Company, the Company shall grant to Executive options to purchase shares of the Company's Common Stock in the form of non-qualified stock options pursuant to the Company's 1996 Stock Incentive Plan, as amended, or any successor plan. The option awards shall be as follows:

Any option award may, prior to the date of the grant, be increased at the discretion of the Compensation Committee of the Board (the "Committee"). The Option Price for options granted pursuant to this paragraph 3(d) shall be the closing price of the Company's Common Stock on the day of the grant. If the grant date falls on Saturday, Sunday or any other day when the Company's Common Stock is not publicly traded, the Option Price for such grant shall be the closing price of the Company's Common Stock on the next day when the Stock is publicly traded. 22 The remainder of the Employment Agreement, unaffected by this First Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement of Mark G. Kachur, as of the date first written above. EXECUTIVE CUNO INCORPORATED /s/ Mark G. Kachur /s/ John A. Tomich - ------------------------- ------------------------------ MARK G. KACHUR JOHN A. TOMICH General Counsel and Secretary 23