terms of the Amended and Restated 2003 Stock Purchase and Option Plan of the
Company and its Subsidiaries (the "Option Plan") and the New Stock Option
Agreements (as such term is defined below);
WHEREAS, the Management Stockholder and the Company desire to enter into this
Agreement to amend and restate the Existing Management Stockholder's Agreement
and to set forth the terms and conditions of the Management Stockholder's rights
with respect to the Existing Purchased Stock, the Existing Option, the Existing
Restricted Stock, the Purchased Stock (as such term is defined below) and the
New Options.
NOW THEREFORE, to implement the foregoing and in consideration of the grant of
New Options and of the mutual agreements contained herein, the Parties agree as
follows:
1.
PURCHASED SHARES; ISSUANCE OF OPTIONS.
(A)
THE MANAGEMENT STOCKHOLDER SHALL, SUBJECT TO THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH, ON OR ABOUT SEPTEMBER 24, 2004 (THE "INVESTMENT DATE"),
BE GRANTED THE OPPORTUNITY TO PURCHASE, AND THE MANAGEMENT STOCKHOLDER SHALL
CONTRIBUTE $1,500,000 TO THE COMPANY IN CASH IN EXCHANGE FOR 3,000 SHARES OF
COMMON STOCK, AT A PER SHARE PURCHASE PRICE OF $500.00, WHICH PRICE IS EQUAL TO
THE PER SHARE PURCHASE PRICE PAID FOR SHARES OF COMMON STOCK BY THE KKR
MILLENNIUM FUND, L.P., KKR PARTNERS III, L.P. AND KKR EUROPEAN FUND, LIMITED
PARTNERSHIP (TOGETHER WITH KKR 1996 FUND L.P. AND KKR PARTNERS II, L.P., THE
"KKR FUND") AND DLJ MERCHANT BANKING PARTNERS III, L.P., DLJ OFFSHORE PARTNERS
III-1, C.V., DLJ OFFSHORE PARTNERS III-2, C.V., DLJ OFFSHORE PARTNERS III, C.V.,
DLJ MB PARTNERS III GMBH & CO. KG, MILLENNIUM PARTNERS II, L.P. AND MBP III PLAN
INVESTORS, L.P. (TOGETHER, THE "DLJ FUND") IN CONNECTION WITH THE ACQUISITION BY
CERTAIN SUBSIDIARIES OF THE COMPANY OF FOUR BUSINESSES OF DYNAMIT NOBEL PURSUANT
TO A SALE AND PURCHASE AGREEMENT BY AND AMONG MG TECHNOLOGIES AG, MG NORTH
AMERICA HOLDINGS INC. AND CERTAIN SUBSIDIARIES OF THE COMPANY DATED AS OF APRIL
19, 2004 (THE "PURCHASE AGREEMENT") (ALL SUCH SHARES ACQUIRED BY THE MANAGEMENT
STOCKHOLDER, THE "PURCHASED STOCK").
(B)
SUBJECT TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH AND AS SET FORTH
IN THE OPTION PLAN, (A) UPON RECEIPT BY THE COMPANY OF THE MANAGEMENT
STOCKHOLDER'S CONTRIBUTION SET FORTH IN SECTION 1(A) AND AS OF THE INVESTMENT
DATE, THE COMPANY SHALL ISSUE TO THE MANAGEMENT STOCKHOLDER THE NEW
TIME/PERFORMANCE OPTION TO ACQUIRE SUCH NUMBER OF SHARES OF COMMON STOCK AS IS
EQUAL TO FIVE TIMES THE NUMBER OF PURCHASED STOCK (15,000 SHARES OF COMMON
STOCK), AT AN EXERCISE PRICE OF $500.00 PER SHARE, AND THE PARTIES SHALL EXECUTE
A TIME/PERFORMANCE STOCK OPTION AGREEMENT DATED AS OF THE INVESTMENT DATE (THE
"TIME/PERFORMANCE STOCK OPTION AGREEMENT"), AND DELIVER TO EACH OTHER COPIES
THEREOF, CONCURRENTLY WITH THE ISSUANCE OF THE NEW TIME/PERFORMANCE OPTION.
THE
NEW TIME/PERFORMANCE OPTION SHALL VEST OVER TIME AS TO 40% OF THE SHARES OF
COMMON STOCK SUBJECT
2
TO THE NEW TIME/PERFORMANCE OPTION AND SHALL VEST, AS TO THE REMAINING 60%, OVER
TIME AND IN THE EVENT AND TO THE