Exhibit
10.1


 


AMENDMENT
NO. 1

TO THE

MINUTEMAN INTERNATIONAL, INC.

2000 RESTRICTED STOCK PLAN


 


 


This AMENDMENT NO. 1 TO THE MINUTEMAN INTERNATIONAL, INC.
2000 RESTRICTED STOCK PLAN (this “Amendment”) is effective as
of May 1, 2003 by Minuteman International, Inc. (the “Company”).


 


Section
1.  Background.


 


(a)           Effective
as of January 1, 2000, the Company established the Minuteman
International, Inc. 2000 Restricted Stock Plan (the “Plan”).  Pursuant to the Plan, a committee of the
Board of Directors of the Company may grant awards (each, an “Award”) of
common stock, no par value, of the Company (the “Common Stock”), upon
the terms and subject to the conditions contained in the Plan.


 


(b)           The
Board of Directors and the stockholders of the Company have each approved this
Amendment whereby the vesting period for any Award granted after the date
hereof shall not exceed two years.


 


Section
2.  Amendment of Plan.


 


(a)           Effective
as of the date hereof, Section 8 of the Plan is hereby amended and restated to
read in its entirety as follows:


 


“8.  Vesting.


 


(a)  Awards granted on or before May 1, 2003
shall vest in accordance with the following schedule:


 


	
  One year of service

  	
   

  	
  33-1/3

  	
  % 

  
	
  Two
  years of service

  	
   

  	
  66-2/3

  	
  %

  
	
  Three
  years of service

  	
   

  	
  100

  	
  %

  



 


(b)  Awards granted after May 1, 2003 may be
immediately vested or vested over a period of time not to exceed the two years,
in each case as established by the Committee and set forth in the Award
Agreement.


 


(c)  Notwithstanding any provision in the Award
Agreement to the contrary with respect to the vesting period for an Award, upon
a Participant’s Retirement, death or Total Disability, coincident with
termination of employment with the Company, or upon a Change in Control while
the Participant is an employee of the Company, an Award shall become 100%
vested.”


 

















 


(b)           Section
9 of the Plan is hereby amended and restated to read in its entirety as
follows:


 


“9.  Forfeitures.


 


If a
Participant terminates employment with the Company, except due to the
Participant’s Retirement, death or Total Disability, prior to the end of the
vesting period for the Participant’s Award, such Participant shall forfeit the
non-vested portion of the Award.”


 


Section
3.  Miscellaneous.  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Plan.  Except as amended by this
Amendment, the terms and provisions of the Plan shall remain in full force and
effect and are hereby affirmed, confirmed and ratified in all respects.


 


IN WITNESS WHEREOF, the Company
has caused this Amendment to be executed by a duly authorized officer as of the
date and year set forth below.


 


	
  Dated as of May 1,
  2003

  	
   

  	
   

  	
  MINUTEMAN
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gregory J. Rau

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gregory J. Rau

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: President and CEO

  



 


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