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Imo Industries Inc.
(Name of Registrant as Specified In Its Charter)
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Imo Industries Inc.
Princeton Pike Corporate Center
1009 Lenox Drive
P.O. Box 6550
Lawrenceville, NJ 08648-0550
609-896-7600
FAX: 609-896-7688
May 12, 1995
(NAME & ADDRESS)
Re: Imo Industries Inc.
Equity Incentive Plan for Key Employees
I understand you have expressed some concern regarding
provisions of the above subject Plan and the proposal to
amend said Plan to be considered at the Annual Meeting
of Stockholders on May 18, 1995.
I hereby commit to have the above subject Plan amended
at the next meeting of the Board of Directors to provide
the following:
1. Option grants under the Plan will not be repriced
without prior shareholder approval.
2. Grants of restricted stock, if any, will contain
such minimum restrictions approved by the Board, as
performance-based criteria which must be met prior
to vesting or a minimum time period of five years
during which shares would vest in equal annual
increments.
Thank you for your consideration of this matter. I
appreciate that the above two amendments we will make
enables you to vote in favor of the proposed amendment
to the Plan, which will enable me to continue to
attract, retain and motivate key employees for the
Company.
Sincerely,
/s/DONALD K. FARRAR
Donald K. Farrar
Chairman and Chief Executive Officer
