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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:
