▇▇▇▇▇ Management Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
April 30, 1998
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇▇▇:
This letter shall serve to confirm our mutual understanding and
agreement in connection with your employment, pursuant to the Amended and
Restated Employment Agreement, dated as of April 30, 1998, between North
Atlantic Trading Company, Inc. (the "Company") and you.
1. Grant. Upon the execution and delivery of this letter agreement,
▇▇▇▇▇ Management Corp. ("HMC") hereby grants you an option (the "Option") to
purchase 3,000 shares (the "Shares") of the Company's Common Stock, par value
$.01 per share (the "Common Stock") owned by HMC.
2. Exercise Price. The Option shall be exercisable at an exercise
price of $10.00 per share (the "Exercise Price").
3. Exercise Period. The Option shall be exercisable from and after
the date hereof through and including April 30, 2013, at which time the Option
shall terminate and be of no further force or effect.
4. Withholding. Upon exercise of the Option, the Company shall be
entitled to withhold all amounts required to be withheld for federal, state and
local income tax purposes.
5. Stock Dividends, Subdivisions and Combinations. If at any time
Company shall:
(a) declare and pay a dividend on its Common Stock entitling
the holders thereof to receive additional shares of Common Stock,
(b) subdivide its outstanding shares of Common Stock into a
larger number of shares of Common Stock, or
NYFS10...:\80\64980\0003\2475\LTR5148V.45B
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇
April 30, 1998
Page 2
(c) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,
then (i) the number of shares of Common Stock for which the Option is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which the Option is exercisable immediately
prior to the occurrence of such event would own or be entitled to receive after
the happening of such event, and (ii) the Exercise Price shall be adjusted to
equal (A) the Exercise Price multiplied by the number of shares of Common Stock
for which the Option is exercisable immediately prior to the adjustment divided
by (B) the number of shares for which the Option is exercisable immediately
after such adjustment.
6. Entire Agreement. This letter agreement shall constitute the
entire agreement between you and HMC concerning the subject matter hereof and
shall constitute full settlement.
If the foregoing reflects our mutual understanding and agreement,
please indicate by signing a copy of this letter agreement where indicated
below, at which time this letter agreement will become effective as of the date
first stated above, and will constitute a legally binding agreement between us.
Very truly yours,
▇▇▇▇▇ MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
President
Agreed to as of the
date first stated above.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇