exh10-26.htm


    

      Exhibit
10.26

      


      AMENDMENT
TO THE ASTEC INDUSTRIES, INC.

      1998
NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN

      


      THIS
AMENDMENT (this “Amendment”) to the Astec Industries, Inc. 1998 Non-Employee
Directors’ Stock Incentive Plan (the “Plan”) is made this 23rd day of
October, 2008.

      


      1.  The
Plan is hereby amended by deleting Section 4 in its entirety and replacing with
the following:

      


      “(a)  Shares
subject to Options granted to a Participant prior to August 1, 2004 and Stock
Awards granted under Section 6 of the Plan (including deferred rights to receive
Stock) shall not exceed in the aggregate 200,000 Shares of Common
Stock.  Such Shares may be authorized and unissued Shares or treasury
Shares.  This Plan does not constitute a separate source of shares for
the grant of Options from and after August 1, 2004.

      


      (b)  Options
granted to a Participant pursuant to Section 7 of this Plan from and after
August 1, 2004 and prior to April 27, 2006 shall be granted under the Astec
Industries, Inc. 1998 Long-Term Incentive Plan (the “1998 Incentive
Plan”).  The terms contained in the 1998 Incentive Plan are
incorporated into and made a part of this Plan with respect to such Options and
such Options shall be governed by and construed in accordance with the 1998
Incentive Plan.  In the event of any actual or alleged conflict
between the provisions of the 1998 Incentive Plan and the provisions of this
Plan, the provisions of the 1998 Incentive Plan shall be controlling and
determinative with respect to Options granted to a Participant pursuant to
Section 7 hereof from and after August 1, 2004 and prior to April 27,
2006.

      


      (c)  Options
granted to a Participant pursuant to Section 7 of this Plan from and after April
27, 2006 shall be granted under the Astec Industries, Inc. 2006 Incentive Plan,
or any subsequent equity incentive plan approved by the Company’s shareholders
for the grant of options to its employees and directors (the “Current Incentive
Plan”).  The terms contained in the Current Incentive Plan are
incorporated into and made a part of this Plan with respect to such Options and
such Options shall be governed by and construed in accordance with the Current
Incentive Plan.  In the event of any actual or alleged conflict
between the provisions of the Current Incentive Plan and the provisions of this
Plan, the provisions of the Current Incentive Plan shall be controlling and
determinative with respect to Options granted to a Participant pursuant to
Section 7 hereof from and after April 27, 2006.”


      
        
          
             

          

           


        

        
          1

          
            

          

        

        
           


        

      


      


      2.  The
Plan is hereby amended by adding a new Section 11 to read as
follows:

      


      “11.  Internal Revenue Code
Section 409A.

      


      (a)  It
is intended that the payments and benefits provided under the Plan shall either
be exempt from the application of, or comply with, the requirements of Section
409A of the Internal Revenue Code.  The Plan shall be construed in a
manner that effects such intent.  Nevertheless, the tax treatment of
the benefits provided under the Plan is not warranted or
guaranteed.  Neither the Company, its affiliates nor their respective
directors, officers, employees or advisers shall be held liable for any taxes,
interest, penalties or other monetary amounts owed by any Participant or other
taxpayer as a result of the Plan.

      


      (b)  Notwithstanding
anything in the Plan to the contrary, to the extent that any amount or benefit
that would constitute non-exempt “deferred compensation” for purposes of Section
409A of the Internal Revenue Code would otherwise be payable or distributable,
or a different form of payment (e.g., lump sum or installment) would be
effected, under the Plan by reason of the occurrence the Participant’s
termination of service as a director, such amount or benefit will not be payable
or distributable to the Participant, and/or such different form of payment will
not be effected, by reason of such circumstance unless the circumstances giving
rise to such termination of service meet any description or definition of
“separation from service” in Section 409A of the Internal Revenue Code and
applicable regulations (without giving effect to any elective provisions that
may be available under such definition).  If this provision prevents
the payment or distribution of any amount or benefit, such payment or
distribution shall be made on the next earliest payment or distribution date or
event specified that is permissible under Section 409A of the Internal Revenue
Code.  If this provision prevents the application of a different form
of payment of any amount or benefit, such payment shall be made in the same form
as would have applied absent such designated event or circumstance.

      


      (c) No
Option granted under the Plan shall provide for any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise
or disposition of the Option.”

      


      Each
subsequent Section shall be re-numbered accordingly.

      


      3.           The
Plan shall be amended by deleting Section 14 in its entirety and replacing it
with the following:

      


      “The Plan
shall remain in effect until terminated by the Committee.”


      
        
          
             

             

          

           


        

        
          2

          
            

          

        

        
           


        

      


      


      4.           The
Plan shall be amended by deleting Section 16 in its entirety and replacing it
with the following:

      


      “The Plan
originally became effective on April 23, 1998 (the “Effective
Date”).”

      


      5.           Except
as expressly amended hereby, the terms of the Plan, as previously amended, shall
be and remain unchanged and the Plan as amended hereby shall remain in full
force and effect.

      


      IN WITNESS WHEREOF, the Company has
caused this Amendment to be executed by its duly authorized representative on
the day and year first above written.

      


      Astec
Industries, Inc.

      


      By: /s/ F. McKamy
Hall

       

      
 

      
        
          
          

        

        
          3