Exhibit 10.2
AMENDMENT TO OPTION AWARD
AGREEMENTS
BETWEEN NATCO GROUP, INC. AND THE
UNDERSIGNED
This Amendment is dated June 1,
2009, between
(“Director”) and NATCO Group, Inc. and its affiliated
and subsidiary companies (the “Company”).
WHEREAS, the Director currently has
awards of nonqualified stock options under the NATCO Group, Inc.
Directors Compensation Plan (the “Plan”);
and
WHEREAS, the Director and the
Company desire to amend each Nonemployee Director’s Stock
Option Agreement listed on Exhibit A to provide that upon any
Corporate Change in which the Company is not the surviving entity
the Option will permit the Director to acquire shares of the
surviving entity’s common stock;
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
of which is hereby acknowledged, the Director and the Company
hereby agree to amend each award agreement previously entered into
with the Director under the Plan by adding the following new
section at the end of the award agreement immediately before the
signature provision, if any:
“ Adjustment Due to
Corporate Change . In the event of changes in the
Compan
