Amendment No. 5 to Werner Holding Co. (PA), Inc. Stock Incentive Plan

Summary

This amendment updates the Werner Holding Co. (PA), Inc. Stock Incentive Plan by allowing the adoption of new, revised EBITDA targets for certain participants as designated by the Committee. Participants affected by these changes will need to sign an amended or new agreement reflecting the updated targets. All other terms of the original plan remain unchanged. The amendment was approved by the company's Board of Directors on April 9, 2003.

EX-10.5 9 l02061aexv10w5.txt EXHIBIT 10.5 Exhibit 10.5 AMENDMENT NO. 5 TO WERNER HOLDING CO. (PA), INC. STOCK INCENTIVE PLAN The Werner Holding Co. (PA), Inc. Stock Incentive Plan (the "Plan") is hereby amended as follows: 1. New, revised EBITDA targets as set forth below may be adopted for certain Participants in the Plan as designated by the Committee. Those Participants entitled to receive the revised EBITDA targets shall either enter into an amendment to the Participant's existing Agreement or a new Agreement reflecting such change. EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (IN THOUSANDS OF DOLLARS)
(A) (B) (C) Cumulative Fiscal Year Minimum Target Target ----------- ------- ------ ------ 2003 73,680 92,100 92,100 2004 82,880 103,600 195 ###-###-#### 92,480 115,600 311 ###-###-#### 97,120 121,400 432 ###-###-#### 103,040 128,800 561 ###-###-#### ** ** ** 2009 ** ** **
** TO BE DETERMINED 2. All other provision of the Plan unchanged hereby shall continue in full force and effect. Pursuant to Werner Holding Co. (PA), Inc. Board of Directors action dated April 9, 2003.