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EXHIBIT 4.2
FIRST AMENDMENT TO THE
CHAMPION ENTERPRISES, INC.
2000 STOCK COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
In accordance with Board resolutions adopted by the Board of Directors
of Champion Enterprises, Inc. (the "Corporation"), the Champion Enterprises,
Inc. 2000 Stock Compensation Plan For Nonemployee Directors is hereby amended
effective November 4, 2000 as set forth below:
1. A new section 3.7 entitled "SPECIAL YEAR 2000 SHARE PURCHASE AND
OPTION GRANT" is added to the Plan, to read as follows:
3.7 SPECIAL YEAR 2000 SHARE PURCHASE AND OPTION GRANT. Effective
immediately and running until December 29, 2000, (the "Window Period"), each
Director shall have the right to purchase between 2,000 and 25,000 shares of the
Corporation's Common Stock. Those Directors who exercise this purchase right
shall then be granted a Special Year 2000 Option grant under the Plan at a four
to one ratio for every share purchased during the Window Period (the "Special
2000 Option Grant"). The purchase price for purchased shares and for options
granted pursuant to the Special 2000 Option Grant shall be equal to the Fair
Market Value of the Corporation's Common Stock on the Grant Date, which for this
purpose shall be the first business day immediately preceding the date during
the Window Period on which the Director exercises the right to purchase. A
Director becomes vested in and eligible to exercise twenty-five percent of an
outstanding Special 2000 Option Grant on each anniversary of the Grant Date
until the Special 2000 Option Grant becomes fully vested and exercisable. Any
portion of a Special 2000 Option Grant that has not vested shall be forfeited
upon a Director's termination of services on the Board for any reason. Further,
no portion of a Special 2000 Option Grant shall remain exercisable after seven
years from the Grant Date. Except as set forth in this Section 3.7, the Special
2000 Option Grant shall be subject to the general terms applicable to Option
granted under Section 3.1 of the Plan.
THIS FIRST AMENDMENT to the Champion Enterprises, Inc. 2000 Stock
Compensation Plan For Nonemployee Directors is executed on the day of
November, 2000.
CHAMPION ENTERPRISES, INC.
By: /s/ Walter R. Young
--------------------------------
Walter R. Young
Chairman of the Board of Directors
President and Chief Executive
Officer
