Second Stock Option Modification Agreement between Werner Holding Co. (PA), Inc. and Optionee

Summary

Werner Holding Co. (PA), Inc. and the Optionee have agreed to modify the terms of the Optionee's existing stock option agreements. The changes include updated financial performance targets for the years 2000 through 2004 and a change in the vesting schedule from one-fifth to one-fourth increments. All other terms of the original stock options remain unchanged. The Optionee may be required to sign additional documents to implement these modifications.

EX-10.1 3 ex10-1.txt EXHIBIT 10.1 1 Exhibit 10.1 SECOND STOCK OPTION MODIFICATION AGREEMENT This Second Stock Option Modification Agreement (the "Modification") is entered into as of May 31, 2000 by and between Werner Holding Co. (PA), Inc. a Pennsylvania corporation (the "Company") and the person identified as Optionee on the signature page hereof ("Optionee"). WHEREAS, Optionee currently holds the stock options to purchase Class C Common Stock of the Company which are set forth below the signature of Optionee below (the "Options"); and WHEREAS, Optionee and the Company desire to modify the stock option agreement(s), as previously amended, which govern the Options (the "Option Agreement") as set forth herein. NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the parties hereto agree that each Option Agreement shall be and hereby are modified as follows: 1. Exhibit 2 to the Option Agreement is amended by deleting the Minimum Level EBITDA amounts in column (A), the Target annual EBITDA amounts in column (B) and the Cumulative Target EBITDA amounts in column (C) and replacing them with the following: (A) (B) (C) Cumulative Fiscal Year Minimum Target Target ----------- ------- ------ ------ 2000 60,000 75,000 141,000 2001 73,600 92,000 233,000 2002 88,000 110,000 343,000 2003 96,000 120,000 463,000 2004 104,800 131,000 594,000 2. The first sentence of Section 3(a) is amended by deleting the works "one-fifth (1/5)" and replacing them with "one-fourth (1/4)". 3. Optionee agrees to execute such further documents, if any, as are considered necessary or appropriate by the Company to implement this Modification. 4. Except as set forth herein, all other terms and conditions of the Options remain in effect. IN WITNESS WHEREOF, the undersigned have executed this Second Stock Option Modification Agreement as of the date herein above. WERNER HOLDING CO. (PA), INC., a OPTIONEE Pennsylvania corporation By: ___________________ Name: Dennis G. Heiner Its: President and CEO Signature: ____________________ Options Covered: