Exhibit 10(g)(5)
FIRST AMENDMENT
OF THE
STEPAN COMPANY 2000 STOCK OPTION
PLAN
WHEREAS, Stepan Company (the “Company”) has
established and maintains the Stepan Company 2000 Stock Option Plan
(the “Plan”); and
WHEREAS, the Company reserved the right to amend the Plan
in Section 5.8 by action of the Board of Directors;
and
WHEREAS, the Company now desires to amend the Plan to
comply with Section 409A of the Internal Revenue
Code;
NOW, THEREFORE, BE IT
RESOLVED, that effective
January 1, 2005, the Plan is amended as follows:
1. By adding
the following introductory phrase at the beginning of clause
(ii) of the last sentence of Section 3.1 of the
Plan:
“with respect to any
Non-Qualified Stock Option that was exercisable prior to
January 1, 2005,”.
2. Section 3.6 of
the Plan is hereby amended by adding after Section 3.6(e) a
new Section 3.6(f) as follows:
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“(f)
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To the extent a
Stock Award provides for the delivery of shares of Stock at the end
of a Restricted Period and/or for the payment of any Dividend
Rights credits related to such shares, payment of such Stock Award
and Dividend Rights to which the Participant is entitled, if any,
following the end of the Restricted Period shall be made no later
than the fifteenth day of the third month following the end of the
tax year in which the Restricted Period ends unless the Participant
has elected to defer payment pursuant to the terms of any
applicable plan, contract or other arrangement of the Company
permitting such deferral.”
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3. Section 5 of the
Plan is hereby amended by adding after Section 5.8 a new
Section 5.9 as follows:
“5.9
Application of Section 409A.
Awards under the Plan are not intended to provide for the deferral
of compensation within the meaning of Section 409A of the Code
and the regulations promulgated thereunder. The Plan shall be
interpreted, construed and administered in a manner consistent with
this intent. Notwithstanding any other provision of the Plan, the
Company does not guarantee any particular tax result for any
Participant or beneficiary with respect to participation in or
payments under the Plan, and each Participant or beneficiary shall
be responsible for any taxes imposed on the Participant or
beneficiary with resp
