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Exhibit 10.40
ADDENDUM TO STOCK OPTION LETTER AGREEMENT
This Addendum to Stock Option Letter Agreement dated June 30, 1996 (the
"Agreement") is entered into by and between T & W Leasing, Inc., formerly known
as T & W Financial Corporation, (the "Company"), T & W Financial Corporation
("New T&W") and Xxxx X. Xxxx ("Xxxx").
BACKGROUND
The Company and Luke have entered into the Agreement which provides for
the issuance of an option to Luke to purchase certain shares of the Company's
common stock. The Company shall participate in a restructuring transaction in
order to accomplish an initial public offering of New T&W's common stock. As
part of the restructuring, shareholders of the Company shall contribute their
shares to New T&W in exchange for common stock of New T&W. The Company and Luke
desire to restate and clarify a portion of the Agreement to state the actual
percentage interest and number of shares of common stock of T&W Financial
Corporation represented by the grant of the option set forth in the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
The text of the first paragraph of the Agreement (immediately preceding the
paragraph entitled "Term"), is hereby amended in its entirety to read as
follows:
Subject to the terms and conditions set forth below, you are hereby
granted a non-qualified stock option for the purchase of 2.55% of the
total outstanding stock of T&W Financial Corporation immediately prior
to the closing of an initial public offering of its common stock
(exclusive of shares sold pursuant to the exercise of the Underwriters'
over-allotment option as described in the Company's Registration
Statement on Form S-1 filed in connection with the initial public
offering). The per share exercise price of the option shall be equal to
two (2) times the book value of the Company as of June 30, 1996.
DATED as of August 15, 1997.
Company: T&W Leasing, Inc.
By: ________________________
Xxxxxx X. Xxxxx, President
NEW T&W: T&W Financial Corporation
By: ________________________
Xxxxxx X. Xxxxx, President
LUKE: ____________________________
Xxxx X. Xxxx
