exh10-25.htm


    Exhibit
10.25

    


    AMENDMENT
TO THE ASTEC INDUSTRIES, INC.

    2006
INCENTIVE PLAN

    


    THIS
AMENDMENT (this “Amendment”) to the Astec Industries, Inc. 2006 Incentive Plan
(the “Plan”) is made this 23rd day of
October, 2008.

    


    1.  Section
11.3 of the Plan is hereby amended by deleting the word
“Retirement.”

    


    2.  The
first sentence of Section 14.6 and the first sentence of Section 14.7(b) are
hereby amended by replacing the words “as soon as practicable after the amount
earned has been determined (or, if later, the first date that such payment may
be made without causing a violation of Section 409A of the Code)” with the words
“within sixty (60) days following the date of termination (unless a later date
is required by Section 17.4 hereof).”

    


    3.  The
Plan is hereby amended by deleting Section 15.1 in its entirety and replacing it
with the following:

    


    “15.1.         MANDATORY
ADJUSTMENTS. In the event of a nonreciprocal transaction between the
Company and its stockholders that causes the per-share value of the Stock to
change (including, without limitation, any stock dividend, stock split,
spin-off, rights offering, or large nonrecurring cash dividend), the
authorization limits under Section 5.1, 5.4 and 5.5 shall be adjusted
proportionately, and the Committee shall make such adjustments to the Plan and
Awards as it deems necessary, in its sole discretion, to prevent dilution or
enlargement of rights immediately resulting from such
transaction.  Action by the Committee may include: (i) adjustment of
the number and kind of shares that may be delivered under the Plan; (ii)
adjustment of the number and kind of shares subject to outstanding Awards; (iii)
adjustment of the exercise price of outstanding Awards or the measure to be used
to determine the amount of the benefit payable on an Award; and (iv) any other
adjustments that the Committee determines to be equitable.  Without
limiting the foregoing, in the event of a subdivision of the outstanding Stock
(stock-split), a declaration of a dividend payable in Shares, or a combination
or consolidation of the outstanding Stock into a lesser number of Shares, the
authorization limits under Section 5.1 and 5.4 shall automatically be adjusted
proportionately, and the Shares then subject to each Award shall automatically,
without the necessity for any additional action by the Committee, be adjusted
proportionately without any change in the aggregate purchase price
therefor.


    
      
        
           

           

        

         


      

      
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    15.2           DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate
event or transaction involving the Company (including, without limitation, any
merger, reorganization, recapitalization, combination or exchange of shares, or
any transaction described in Section 15.1), the Committee may, in its sole
discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and exercisable and will expire
after a designated period of time to the extent not then exercised, (iii) that
Awards will be assumed by another party to a transaction or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that outstanding Awards may be settled by payment in cash or cash equivalents
equal to the excess of the Fair Market Value of the underlying Stock, as of a
specified date associated with the transaction, over the exercise price of the
Award, (v) that performance targets and performance periods for Performance
Awards will be modified, consistent with Code Section 162(m) where applicable,
or (vi) any combination of the foregoing.  The Committee’s
determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly
situated.

    


    15.3           GENERAL. Any
discretionary adjustments made pursuant to this Article 15 shall be subject to
the provisions of Section 16.2.  To the extent that any adjustments
made pursuant to this Article 15 cause Incentive Stock Options to cease to
qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.”

    


    4.           The
Plan is hereby amended by deleting Section 17.4 in its entirety and replacing it
with the following:

    


    “17.4
SPECIAL PROVISIONS
RELATED TO SECTION 409A OF THE CODE.

    


    (a)           It
is intended that the payments and benefits provided under the Plan and any Award
shall either be exempt from the application of, or comply with, the requirements
of Section 409A of the Code.  The Plan and all Award Certificates
shall be construed in a manner that effects such
intent.  Nevertheless, the tax treatment of the benefits provided
under the Plan or any Award 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 or any Award.


    
      
        
           

          


           

        

         


      

      
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    (b)           Notwithstanding
anything in the Plan or in any Award Certificate 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 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 or any Award Certificate by
reason of the occurrence of a Change in Control, or the Participant’s Disability
or separation from service, 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 Change in Control, Disability or separation from service meet any
description or definition of “change in control event”, “disability” or
“separation from service”, as the case may be, in Section 409A of the Code and
applicable regulations (without giving effect to any elective provisions that
may be available under such definition).  This provision does not
prohibit the vesting of
any Award upon a Change in Control, Disability or separation from service,
however defined.  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 in the
Award Certificate that is permissible under Section 409A of the
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)           If
any one or more Awards granted under the Plan to a Participant could qualify for
any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9),
but such Awards in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company shall determine which Awards or portions
thereof will be subject to such exemptions.

    


    (d)           Notwithstanding
anything in the Plan or in any Award Certificate to the contrary, if any amount
or benefit that would constitute non-exempt “deferred compensation” for purposes
of Section 409A of the Code would otherwise be payable or distributable under
this Plan or any Award Certificate by reason of a Participant’s separation from
service during a period in which the Participant is a Specified Employee (as
defined below), then, subject to any permissible acceleration of payment by the
Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations
order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of
employment taxes):

    


    (i)
 the amount of such non-exempt deferred compensation that would otherwise
be payable during the six-month period immediately following the Participant’s
separation from service will be accumulated through and paid or provided on the first day of the seventh month
following the Participant’s separation from service (or, if the Participant dies
during such period, within 30 days after the Participant's death) (in either
case, the “Required Delay Period”), and


    
      
        
           

          


           

        

         


      

      
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    (ii)
 the normal payment or distribution schedule for any remaining payments or
distributions will resume at the end of the Required Delay Period.

    


    For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Section 409A of the Code and the final regulations
thereunder.

    


    (e)           Eligible
Participants who are service providers to an Affiliate may be granted Options or
SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of
service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the
final regulations under Section 409A of the Code.

    


    (f)           No
Option or SAR 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 or SAR.”

    


    5.           Except
as expressly amended hereby, the terms of the Plan 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

     

    
      
         

      

      
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