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EXHIBIT 10.49
OPTION CANCELLATION AGREEMENT
This OPTION CANCELLATION AGREEMENT (this "Cancellation
Agreement")
dated as of May 14, 2003 by and between
WeRNER HOLDING CO. (PA), INC., a
Pennsylvania corporation (the "Company"),
and Edward W. Gericke, an option
holder of the Company (the "Holder").
R E C I T A L S
WHEREAS, pursuant to the Company's Stock Incentive Plan (the
"Option
Plan"), the Holder is a party to one or
more Stock Option Agreements between the
Company and the Holder pursuant to which
the Holder has been granted options to
purchase the number of shares of Class C
Common Stock, par value $0.01 per
share, of the Company (the "Class C Stock")
set forth below such Holder's name
on the signature page of such Stock Option
Agreements;
WHEREAS, the Company intends to effect a recapitalization and
redemption of its capital (the
"Transaction") as specified in the
Recapitalization and Stock Purchase
Agreement dated as of the date hereof by and
between the Company and certain parties
signatories thereto (the "Stock Purchase
Agreement");
WHEREAS, subject to and upon the consummation of the Transaction,
the
Company and the Holder desire to provide
for the cancellation and surrender of
options set forth below the Holder's name
on the signature page hereto under the
heading "Cancelled Options" (the "Cancelled
Options") in exchange for an amount
in cash set forth on the signature page
hereto under the heading "Cash Amount"
(the "Cash Amount") and reduced by the
amount of withholding or other taxes
required by law to be withheld ("Taxes
Withheld"); and
WHEREAS, any capitalized terms used but not otherwise defined
herein
shall have the meanings given to them in
the Stock Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants set
forth
herein, and for other good and valuable
consideration, receipt of which is
hereby acknowledged, the parties, intending
to be legally bound, do hereby agree
as follows:
AGREEMENT
1.
Cancellation. The Holder and the Company hereby agree that
subject to, and
