GOSS HOLDINGS INC
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
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EXHIBIT 10.3

                            NON-VESTED UNIT AGREEMENT

         NON-VESTED UNIT AGREEMENT (the "Agreement") dated the _____ day of
__________, 2000 providing for the grant of certain notional units
("Non-Vested Units"), each of which is equivalent in value to a share of
common stock, par value $.01 per share, of Goss Holdings, Inc., a Delaware
corporation (the "Corporation"), to _________________, an employee of the
Corporation or of a subsidiary of the Corporation (the "Grantee").

         As of February 1, 2000, the Corporation has duly adopted the Goss
Holdings, Inc. Management Stock Incentive Plan (the "Plan"), which is
incorporated herein by reference. Unless otherwise expressly stated, all
defined terms herein shall have the meanings ascribed to them in the Plan.

         1. NUMBER OF NON-VESTED UNITS. The Corporation hereby irrevocably
grants to the Grantee __________ Non-Vested Units on the terms and subject to
the conditions set forth herein and in the Plan. The grant of Non-Vested
Units is conditioned on the Grantee's executing a Restricted Stock Agreement
substantially in the form attached to the Plan as Exhibit A, as to any Shares
the Grantee may be paid for his or her Non-Vested Units. Unless the Grantee
otherwise elects as provided in Section 2 of this Agreement, the Non-Vested
Units will be paid to the Grantee in the form of Restricted Stock as soon as
administratively feasible after they vest pursuant to Section 3 below.

         2. DEFERRAL ELECTION. Grantee hereby elects to defer the payment of
his or her Non-Vested Units until the earlier of (i) _________________
("Deferral Date") and (ii) Grantee's termination of service pursuant to
Section 4 hereof and (iii) an Extraordinary Transaction (as defined in
Section 3). Grantee may change the Deferral Date by giving notice to the
Corporation in the form attached to the Plan as Schedule 4. The notice will
suffice to change the Deferral Date only if it is delivered to the
Corporation at its principal office at least one year before the original
Deferral Date or the amended Deferral Date, whichever is earlier. If the
Grantee defers payment of his or her Non-Vested Units, they will be paid in
the form of Restricted Stock as soon as administratively feasible after the
Deferral Date.

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         3. VESTING; FORFEITURE. (a) This Agreement shall terminate upon the
earliest of: (i) the tenth anniversary of this Agreement; (ii) the date all
Non-Vested Units granted pursuant hereto become completely vested and (iii)
the date the Non-Vested Units (or any of them) are forfeited pursuant to
Section 3 hereof. Upon the termination of this Agreement, any Non-Vested
Units which have not yet vested shall be forfeited, and all rights of the
Grantee with respect to those Non-Vested Units shall cease.

                  (b) Subject to prior termination thereof and the Grantee's
signing a Restricted Stock Agreement as described in Section 1, the
Non-Vested Units shall vest as follows: 33% on November 19, 2000; 33% on
November 19, 2001; and 34% on November 19, 2002.

                  (c) Upon the consummation of an Extraordinary Transaction
(as defined below) and upon the death or disability (as that term is defined
in the Company's Salaried Long Term Disability Plan) of the Grantee, those
Non-Vested Units that have not vested shall become fully vested.

                  (d) For purposes of this Agreement, an "Extraordinary
Transaction" means an event as a result of which Stonington Partners, Inc.
and its subsidiaries and affiliates ("Stonington") cease to be the beneficial
owners of at least 50% of the common equity of the Corporation on a fully
diluted basis, or any other event as a result of which: (i) the Corporation
consolidates, enters into a plan of reorganization with, or merges with or
into another corporation or conveys, transfers or leases all or substantially
all of its assets to any person, or any corporation consolidates with or
merges with or into the Corporation, in any such event pursuant to a
transaction in which the outstanding voting common stock of the Corporation
is changed into or exchanged for cash, securities or other property, other
than any such transaction where (A) the outstanding voting common stock of
the Corporation is changed into or exchanged for, in whole or in part, voting
stock of the surviving corporation which is not redeemable capital stock and
(B) the holders of the voting common stock of the Corporation immediately
prior to such transaction own, directly or indirectly, not less than 50% of
the voting stock of the surviving corporation immediately after such
transaction; (ii) at any time, a majority of the members of the Board of
Directors of the Corporation then in office does not consist of (A)
individuals who two years prior to such date were members of the Board of
Directors of the Corporation, (B) new

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directors whose election to such Board of Directors or whose nomination for
election by the shareholders of the Corporation was approved by a vote of
66-2/3% of the directors when still in office who were either directors at
the beginning of such two-year period or whose election or nomination for
election was previously approved by directors elected or nominated in
accordance with this clause (B) and (C) such other directors as have been
nominated or approved by Stonington; or (iii) the Corporation is liquidated,
dissolved or wound-up, or adopts a plan of liquidation.

         4. FORFEITURE UPON TERMINATION OF SERVICE. Except in circumstances
and to the extent specified in the Plan, Non-Vested Stock/Units which has not
yet vested shall be forfeited immediately upon the Grantee's ceasing to be a
full-time employee of, a director of or a consultant to the Corporation or
any of its subsidiaries for any reason; provided that, if the Grantee ceases
to be a full-time employee of, a director of or a consultant to the
Corporation or any of its subsidiaries due to the Grantee's death or
disability (as that term is defined in the Company's Salaried Long Term
Disability Plan), Non-Vested Stock/Units which has not yet vested shall
immediately vest upon the Grantee's death or disability and shall not be
forfeited.

         5. NON-TRANSFERABILITY OF NON-VESTED UNITS. The Non-Vested Units and
this Agreement (i) may not be assigned, transferred, pledged or hypothecated
in any way, (ii) shall not be assignable by operation of law and (iii) shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the
Non-Vested Units contrary to the provisions hereof shall be null and void and
without effect.

         6. SPECIFIC RESTRICTIONS UPON NON-VESTED UNITS. The Grantee hereby
agrees with the Corporation as follows:

                  (a) the Grantee shall acquire any Restricted Stock paid for
the Non-Vested Units for investment purposes only and not with a view to
resale or other distribution thereof to the public in violation of the
Securities Act of 1933, as amended (the "Securities Act"), and shall not
dispose of any such Restricted Stock in any transaction which, in the opinion
of counsel to the Corporation, may violate the Securities Act, or the rules
and regulations thereunder, or any applicable state securities, or "blue
sky," laws;

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                  (b) if any Shares acquired by way of the Non-Vested Units
shall be registered under the Securities Act, no public offering (otherwise
than on a national securities exchange, as defined in the Exchange Act) of
any of those Shares shall be made by the Grantee (or any other person) under
such circumstances that he or she (or such other person) may be deemed an
underwriter, as defined in the Securities Act; and

                  (c) the Corporation shall have the authority to endorse
upon the certificate or certificates representing Shares paid for the
Non-Vested Units such legends referring to the foregoing restrictions or any
other applicable restrictions, as the Corporation may deem appropriate.

         7. TERMINATION OF SERVICE. The employment, consultancy or
directorship of the Grantee shall not be deemed to have terminated if the
Grantee is absent from such employment, consultancy or directorship by reason
of an approved leave of absence (in accordance with the applicable policy of
the Corporation or the applicable subsidiary) or is transferred to and
becomes an employee, consultant or director of a Group Member other than the
Group Member for whom he or she provides services on the date of this
Agreement. If the Grantee is a consultant, the expiration of his or her
consulting arrangement without the prior termination thereof shall not be
deemed a termination of that arrangement (or cessation of being a consultant)
for purposes of this Agreement. If a subsidiary of the Corporation ceases to
be such a subsidiary, the employment, consultancy or directorship, as
applicable, of each employee, consultant and director of the subsidiary who
is not an employee, consultant or director of another Group Member that will
remain a Group Member immediately thereafter shall be deemed to have ceased
on the date the subsidiary ceases to be a Group Member, unless proper
provision is made for the conversion of such Grantee's Non-Vested Units into
stock units (or some other type of stock-based award) of the surviving or
acquiring company on terms which are intended to preserve substantially the
economic value thereof.

         8. SOLE AGREEMENT. This Agreement, together with the Plan and the
Restricted Unit Agreement, form the sole agreement between the parties to
them regarding the matters specified in them, and any and all prior written
or oral understandings regarding those matters are merged

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into them. Except as and to the extent provided in Section 14, this Agreement
may be amended only by written agreement between the Grantee and the
Corporation.

         9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto, their heirs, successors and permitted
assigns.

         10. THE GRANTEE HEREBY REPRESENTS, WARRANTS AND ACKNOWLEDGES TO THE
CORPORATION THAT THE GRANTEE IS AN EMPLOYEE OF THE CORPORATION OR A
SUBSIDIARY OF THE CORPORATION AND THAT THE GRANTEE WAS NOT AND IS NOT BEING
INDUCED TO ENTER INTO THIS AGREEMENT BY AN EXPECTATION OF EMPLOYMENT OR
CONTINUED EMPLOYMENT.

         11. NOTICES. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or when deposited in a
United States Post Office as registered mail, postage prepaid, addressed, as
appropriate, to the Grantee at his or her address set forth below or such
other address as he or she may designate in writing to the Corporation, or to
the Corporation, c/o Corporate Secretary, Goss Holdings, Inc., 700 Oakmont
Lane, Westmont, IL 60559 or such other address(es) as the Corporation may
designate in writing to the Grantee.

         12. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Corporation
to enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.

         13. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of Delaware, without regard to principles
of conflict of laws.

         14. PROVISIONS OF PLAN. The Non-Vested Units provided for herein are
granted pursuant to the Plan, and are in all respects governed by the Plan
and subject to all of its terms, whether those terms are incorporated in this
Agreement by reference or expressly cited herein. I there is any
inconsistency between this Agreement and the Plan, the terms of the Plan
shall govern to the extent of such inconsistency. For greater certainty,
without limiting the generality of the foregoing, the Grantee agrees to be
bound by any amendments to the Plan or this

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Agreement that are made in accordance with the provisions of the Plan to
conform the Plan or this Agreement to the rules and regulations of any
appropriate regulatory authority or any national securities exchange on which
the Corporation proposes to list or does list any of its shares. From and
after the date, if any, on which any shares of the Corporation are listed on
any national securities exchange and/or subject to the rules and regulations
of any applicable regulatory authority, the terms and conditions of this
Agreement and the implementation thereof shall be subject to the rules and
regulations of such exchange and/or regulatory authority, as the case may be,
and, in the event of any inconsistency between the terms and conditions of
this Agreement and the rules and regulations of any such exchange and/or
regulatory authority, as the case may be, the rules and regulations of such
exchange and/or regulatory authority, as the case may be, shall prevail.

                                      * * *

         IN WITNESS WHEREOF, the Corporation has executed this Agreement on
the day and year first above written.

                                  GOSS HOLDINGS, INC.

                                  By:
                                     ------------------------------------------
                                    Name:  James P. Sheehan
                                    Title: Chairman and Chief Executive Officer

The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.

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                                                      (name)

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                                                      ADDRESS

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