EXHIBIT 7(a)(6)
AMENDMENT TO
STOCK OPTION AGREEMENT
AMENDMENT dated as of November 15, 1996 (this "Amendment") to Stock Option
Agreement dated as of October 6, 1995 (the "Stock Option Agreement") by and
between TSX Corporation, a Nevada corporation, and TCI TSX, Inc., a Colorado
corporation (the "Optionee"). Capitalized terms not otherwise defined herein are
used herein as defined in the Stock Option Agreement.
Preliminary Statement
A. Pursuant to the Stock Option Agreement, the Company in 1995 granted
Options to the Optionee to purchase 54,292 shares of Common Stock by virtue of
the Optionee's exercise of preemptive rights with respect to grants by the
Company to certain of its employees under the Company's Amended and Restated
Long-Term Incentive Compensation Program ("LTIP") of options to purchase 14,220
shares of Common Stock granted March 12, 1995, 6,399 shares granted January 23,
1995 and options to purchase 33,473 shares granted May 21, 2005.
B. The Company in 1995 made additional grants to certain employees under
the LTIP of options to purchase shares of Common Stock, thereby entitling the
Optionee, pursuant to its preemptive rights, to additional Options to purchase
shares of Common Stock. Accordingly, the parties desire to amend the Stock
Option Agreement to include the additional Options.
Amendment
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the Stock Option Agreement is hereby amended as follows:
1. In addition to the Options granted to the Optionee pursuant to the Stock
Option Agreement, the Company has granted and does hereby ratify and confirm the
grants as of the respective dates hereinafter set forth of the following Options
(the "Options") to purchase shares of Common Stock of the Company on the terms
herein provided and otherwise as set forth in the Stock Option Agreement:
(a) An Option to purchase 5,954 shares of Common Stock was granted and
is hereby ratified and confirmed as of March 12, 1995 at an Exercise Price
of $11.50 per share, which Option shall be exercisable by the Optionee in
whole or in part at any time or times for a period commencing as of March
12, 1995 and expiring at the close of business on March 12, 2005.
(b) An Option to purchase 4,043 shares of Common Stock was granted and
is hereby ratified and confirmed as of January 23, 1995 at an Exercise
Price of $10.75 per share, which Option shall be exercisable by the
Optionee in whole or in part at any time or times for a period commencing
as of January 23, 1995 and expiring at the close of business on January 23,
2005.
(c) An Option to purchase 3,275 shares of Common Stock was granted and
is hereby ratified and confirmed as of January 28, 1995 at an Exercise
Price of $5.00 per share, which Option shall be exercisable by the Optionee
in whole or in part at any time or times for a period commencing as of
January 28, 1995 and expiring at the close of business on January 28, 2005.
(d) An Option to purchase 13,906 shares of Common Stock was granted
and is hereby ratified and confirmed as of May 21, 1995 at an Exercise
Price of $11.72 per share, which Option shall be exercisable by the
Optionee in whole or in part at any time or times for a period commencing
as of May 21, 1995 and expiring at the close of business on May 21, 2005.
(e) An Option to purchase 27,284 shares of Common Stock was granted
and is hereby ratified and confirmed as of June 30, 1995 at an Exercise
Price of $15.83 per share, which Option shall be exercisable by the
Optionee in whole or in part at any time or times for a period commencing
as of June 30, 1995 and expiring at the close of business on June 30, 2005.
(f) An Option to purchase 76,122 shares of Common Stock was granted
and is hereby ratified and confirmed as of September 28, 1995 at an
Exercise Price of $15.83 per share, which Option shall be exercisable by
the Optionee in whole or in part at any time or times for a period
commencing as of September 28, 1995 and expiring at the close of business
on September 28, 2005.
(g) An Option to purchase 5,426 shares of Common Stock was granted and
is hereby ratified and confirmed as of October 17, 1995 at an Exercise
Price of $13.00 per share, which Option shall be exercisable by the
Optionee in whole or in part at any time or times for a period commencing
as of October 17, 1995 and expiring at the close of business on October 17,
2005.
The shares of Common Stock issuable upon exercise of the Options are
referred to herein and in the Stock Option Agreement as "Option Stock." Except
as otherwise herein provided, the provisions of the Stock Option Agreement shall
apply to the Options which are the subject of this Amendment.
Shares and per share amounts set forth above have been adjusted to reflect
the three-for-two stock split in 1996.
2. Except as amended hereby, the provisions of the Stock Option Agreement
shall remain in full force and effect.
EXECUTED as of the day and year first above written.
TSX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chairman,
President and Chief Executive Officer
TCI TSX, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
