FOURTH AMENDMENT TO NON-OUALIFIED STOCK
OPTION CERTIFICATE AND AGREEMENT
Amendment made as of this 23rd day of July by and between COMMAND SECURITY
CORPORATION, a New York corporation (the Company") and XXXXXX XXXXXXXX
("Xxxxxxxx").
WITNESSETH
WHEREAS, the parties have entered into a Non-Qualified Stock Option
Certificate and Agreement dated as of July 19, 1990, as amended on September 28,
1992, June 28, 1993, and August 13, 1993 (the "Non-Qualified Stock Option
Agreement") pursuant to which an option to purchase 107,500 shares of common
stock of the Company at $5.00 per share has been issued to Xxxxxxxx;
WHEREAS, by mutual agreement between the Company's Board of Directors
pursuant to a special meeting of the Board of Directors held on the 15th day of
July, 1996 and Xxxxxxxx, the Company and Xxxxxxxx agreed that the Non-Qualified
Stock Option Certificate and Agreement be amended.
In consideration of the premises and mutual agreements herein set forth
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to amend the Non-Qualified Stock Option
Agreement as follows:
1. The exercise price is hereby amended to be $2.50 (the fair market value
of the Company's shares as of approximately July 15, 1996).
2. The expiration date of the Non-Qualified Stock Option Certificate and
Agreement is hereby amended to July 19, 2000.
2. This amendment shall be effective immediately.
3. Except as otherwise specifically provided in this amendment, all other
terms and provisions of the Non-Qualified Stock Option Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this third amendment as of
the date first written above.
COMMAND SECURITY CORPORATION
By:___________________________
Xxxxxxx X. Xxxxxxx,
Chairman of the Board
__________________________
Xxxxxx Xxxxxxxx