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EXHIBIT 10(b)
SECOND AMENDMENT TO
REPUBLIC GROUP INCORPORATED
1989 LONG TERM INCENTIVE PLAN
This Amendment is hereby adopted by Republic Group Incorporated (the
"Corporation"), a Delaware corporation having its principal office in
Hutchinson, Kansas.
RECITALS
WHEREAS, the Corporation previously adopted the Republic Group
Incorporated 1989 Long Term Incentive Plan (the "Plan"), as restated and amended
effective August 16, 1996; and
WHEREAS, the Corporation desires to amend the definition of "change in
control" in the Plan; and
NOW, THEREFORE, pursuant to paragraph 13 of the Plan, the following
Amendment is hereby made and shall be effective as specifically stated herein.
Effective June 15, 2000, Paragraph 11 of Article I the Plan shall be
revised to hereinafter be and read as follows:
"11. Change in Control. Notwithstanding any other provision of
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the 1989 Plan, in the event of a change in control, unless otherwise
provided for in the agreement with the Participant contemplated by
paragraph 12 of this Article at the time of execution and delivery
thereof or by an amendment to such agreement agreed to in writing by
the Participant, (i) all outstanding Stock Options which have been
outstanding for at least six months, with or without tandem Stock
appreciation Rights, and Restricted Stock, and (ii) effective for all
awards made under the 1989 Plan on or after August 16, 1996, all
outstanding Stock Options, with or without Stock Appreciation Rights,
and Restricted Stock, will automatically become fully exercisable
and/or vested, and Performance Units may be paid out in such manner
and amounts as determined by the Board. For purposes of this paragraph
11, the term "change in control" means a change in the beneficial
ownership of the Company's voting stock or a change in the composition
of the Board which occurs as follows:
(a) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934), other
than the Company, an executive officer of the Company or
his Affiliates, any employee benefit plan of the Company,
or any trustee of such a plan, is or becomes a beneficial
owner, directly or indirectly, of stock of the Company
representing thirty-five percent (35%) or
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more of the total voting power of the Company'' then
outstanding voting stock. "Affiliates" refers to those
persons defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended;
(b) a tender offer (for which a filing has been made with the
Securities and Exchange Commission ("SEC") which purports
to comply with the requirements of Section 14(d) of the
Securities Exchange Act of 1934 and the corresponding SEC
rules) is made for the stock of the Company, which has not
been negotiated and approved by the Board, provided that in
the case of a tender offer described in this paragraph
(ii), the Change in Control will be deemed to have occurred
upon the first to occur of (a) any time during the offer
when the person (using the definition in (i) above) making
the offer owns or has accepted for payment stock of the
Company with thirty-five percent (35%) of the total voting
power of the Company's stock or (b) three (3) business days
before the offer is to terminate unless the offer is
withdrawn first, if the person making the offer could own,
by the terms of the offer plus any shares owned by this
person, stock with thirty-five percent (35%) or more of the
total voting power of the Company's stock when the offer
terminates;
(c) individuals who were the board's nominees for election as
directors of the Company immediately prior to a meeting of
the stockholders of the Company involving a contest for the
election of directors shall not constitute a majority of
the Board following the election;
(d) there occurs a reorganization, merger or consolidation or
other corporate transaction involving the Company (a
"Transaction"), with respect to which the stockholders of
the Company immediately prior to such Transaction do not,
immediately after the Transaction, own more than fifty
percent (50%) of the combined voting power of the Company
or other corporation resulting from such Transaction; or
(e) all or substantially all of the assets of the Company are
sold, liquidated or distributed.
For purposes hereof, a person will be deemed to be the beneficial
owner of any voting securities of the Company which it would be
considered to own beneficially under SEC Rule 13d-3 (or any similar or
superseding statute or rule) from time to time in effect."
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IN WITNESS WHEREOF, this instrument was executed on this the 22nd
day of June, 2000.
EMPLOYER:
REPUBLIC GROUP INCORPORATED
By: /s/ PHIL SIMPSON
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Name: Phil Simpson
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Its: Chairman of the Board
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