Exhibit 10.3
AMENDMENT TO THE AMERICAN WOODMARK
COROPORATION
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
FOR EMPLOYEES
AMENDMENT, to the American Woodmark
Corporation Amended and Restated 2004 Stock Incentive Plan for
Employees, by American Woodmark Corporation (the
“Company”). The Company maintains the American Woodmark
Corporation Amended and Restated 2004 Stock Incentive Plan for
Employees, effective as of August 1, 2006 (the
“Plan”).
WHEREAS, the Company, pursuant to
the authority granted under Section 12(a) of the Plan, now wishes
to amend the Plan;
NOW, THEREFORE, effective as of June
12, 2009, the Plan is hereby amended as follows:
1. Section 2(k) of
the Plan is hereby amended in its entirety as follows:
(k)
“Fair Market Value” means the closing price per
share of the Company Stock on the NASDAQ National Market. Fair
Market Value shall be determined as of the applicable date
specified in the Plan or, if there are no trades on such date, the
value shall be determined as of the last preceding day on which the
Company Stock is traded
2. Section 2(l) is
hereby amended in its entirety as follows:
(l)
“Incentive Award” means (i) a grant of
Restricted Stock, (ii) a grant of a Non-statutory Stock
Option, (iii) a grant of a Stock Appreciation Right, (iv) a
grant of Restricted Stock Units or (v) a combination
thereof.
3. Section 2(r) is
hereby amended in its entirety as follows:
(r)
“Performance Goal” means an objectively
determinable performance goal established by the Committee with
respect to a given grant of Restricted Stock or Restricted Stock
Units that relates to one or more Performance Criteria.
4. A new Section
2(v) is hereby added to the Plan (and existing Section 2(v) and all
subsequent sections are hereby relettered accordingly, and all
section references throughout the Plan are hereby adjusted
accordingly):
(v)
“Restricted Stock Unit” means the right to receive a
share of Company Stock (or the value thereof in cash) in the future
granted pursuant to the terms of Section 7.
5. Section 3 of the
Plan is hereby amended in its entirety as follows:
3.
General. The following types of Incentive Awards may be
granted under the Plan: Non-statutory Stock Options, Restricted
Stock, Restricted Stock Units, and Stock Appreciation
Rights.
6. A new Section 7
is hereby added to the Plan (and existing Section 7 and all
subsequent sections are hereby renumbered accordingly, and all
section references throughout the Plan are hereby adjusted
accordingly):
7. Restricted Stock Unit
Awards .
(a) The Committee may make grants of
Restricted Stock Units to Participants. Whenever the Committee
deems it appropriate to grant Restricted Stock Units, notice shall
be given to the Participant stating the number of Restricted Stock
Units granted and the terms and conditions to which the Restricted
Stock Units are subject. This notice, when duly accepted in writing
by the Participant, shall become the award agreement between the
Company and the Participant.
(b) Restricted Stock Units may be
payable in shares of Company Stock or in cash or in any combination
thereof, or the Committee may reserve the right in the award
agreement to determine the medium of payment at the time of
payment. A cash payment of a Restricted Stock Unit shall be equal
to the Fair Market Value of a share of Company Stock as of the date
of payment. Delivery of Company Stock in
payment of Restricted Stock Units may be subject to additional
conditions established in the award agreement.
(c) The
Committee shall establish as to each award of Restricted Stock
Units the terms and conditions upon which the Restricted Stock
Units shall vest and be paid. Vesting may be conditioned on the
continued performance of services or the achievement of performance
conditions measured on an individual, corporat
