TENTH AMENDMENT TO THE
HUFFY CORPORATION
SUPPLEMENTAL/EXCESS BENEFIT PLAN
WHEREAS, Huffy Corporation (the "Sponsor") maintains the Huffy Corporation Supplemental/Excess Benefit Plan (the "Plan") effective January 1, 1988; and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor adopts the following amendment to the Plan effective May 25, 2000:
I. Section 1.14 of the Plan shall be amended and restated in its entirety
to read as follows:
1.14 "Change of Control" is hereby defined to include the
occurrence of any one of the following events:
(a) Any person acquires other than directly from Huffy
Corporation in exchange for cash or property shares of Common Stock of
Huffy Corporation in excess of thirty percent (30%) of Huffy
Corporation's outstanding shares of common stock; or
(b) There is a merger, consolidation or other combination of
Huffy Corporation with one or more other corporations as a result of
which more than forty-nine percent (49%) of the voting stock of the
merged, consolidated or combined corporation is held by former
shareholders of the corporations (other than Huffy Corporation) which
are parties to such merger, consolidation or other combination; or
(c) Two or more persons, who were not nominated as candidates
for the Board of Directors of Huffy Corporation in proxy statements
forwarded to shareholders during any period of twenty-four (24)
consecutive months on behalf of the Board of Directors of Huffy
Corporation, are elected to the Board of Directors of Huffy Corporation
by the shareholders of Huffy Corporation voting in person or by proxy;> ...
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