Amendment Number One to Superior TeleCom Inc. Stock Compensation Plan for Non-Employee Directors

Summary

Superior TeleCom Inc. is amending its Stock Compensation Plan for Non-Employee Directors, effective May 2000. The amendment clarifies that 'retirement' occurs when a non-employee director reaches age 65. Upon retirement, any restricted stock or stock options held by the director will become fully vested and exercisable, and related restrictions will be removed. Additionally, a specific section of the plan (Section 8.3(b)) is deleted. The amendment is authorized by the company's Board under the plan's existing terms.

EX-10.HH 8 a2043336zex-10_hh.txt EXHIBIT 10(HH) Exhibit 10(hh) AMENDMENT NUMBER ONE TO THE SUPERIOR TELECOM INC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS WHEREAS, Superior TeleCom Inc. (the "Company") maintains the Superior TeleCom Inc. Stock Compensation Plan for Non-Employee Directors (the "Plan"); WHEREAS, pursuant to Article XI of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan; and WHEREAS, the Company desires to amend the Plan, effective as of May __, 2000. NOW, THEREFORE, pursuant to Article XI of the Plan, the Plan is hereby amended, effective as of May __, 2000, as follows: 1. Section 2.16 is amended in its entirety to read as follows: "'RETIREMENT' shall mean a Non-Employee Director's attainment of age sixty-five (65)." 2. Section 6.2(c) of the Plan is amended by the addition of the following language at the end thereof: "Upon a Non-Employee Director's Retirement, all Restricted Stock held by such Non-Employee Director and still subject to restrictions shall become fully vested and the restrictions thereon shall lapse." 3. Section 7.2(d) of the Plan is amended by the addition of the following language at the end thereof: "Upon a Non-Employee Director's Retirement, all Stock Options held by such Non-Employee Director and not previously exercisable shall become fully vested and exercisable." 4. Section 8.3(b) of the Plan is deleted in its entirety.