Exhibit 10.33.1
March 25, 1999
Xx. Xxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxx 00000
Re: Amendment of Nonqualified Stock Option Agreement
This letter amends the nonqualified stock option agreement (date of option
grant: September 29,1998) which is attached hereto as follows:
Paragraph 7(a) Termination of the Option is deleted in its entirety and is
replaced by the following:
7. TERMINATION OF EMPLOYMENT.
(a) TERMINATION OF THE OPTION. If the Optionee ceases to be an employee
of the Participating Company Group for any reason except death or
disability within the meaning of Section 422(c) of the Code, the
Option, to the extent unexercised and exercisable by the Optionee on
the date on which the Optionee ceased to be an employee, may be
exercised by the Optionee within twelve (12) months after the date on
which Optionee's employment terminates, but in no event later than the
Option Term Date. If the Optionee's employment with the Company is
terminated because of the death of the Optionee or disability of the
Optionee within the meaning of Section 422(c) of the Code, the Option
may be exercised by the Optionee (or the Optionee's legal
representative) at any time prior to the expiration of twelve (12)
months from the date the Optionee's employment terminated, but in any
event no later than the Option Term Date. The Optionee's employment
shall be deemed to have terminated on account of death if the Optionee
dies within three (3) months after the Optionee's termination of
employment. Except as otherwise provided in this paragraph 7(a), the
Option shall terminate and may not be exercised after the Optionee
ceases to be an employee of the Participating Company Group.
NATURAL WONDERS, INC.
BY: /s/ Xxxxx X. Xxxxxx
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TITLE: CEO
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The Optionee represents that the Optionee is familiar with the terms and
provisions of this Option Agreement Amendment, and hereby accepts the Option
amendment subject to all of the terms and provisions thereof. The Optionee
hereby agrees to accept as binding, conclusive, and final all decisions or
interpretations of the Board upon any questions arising under this Option
Agreement.
Date: 4/2/99 /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
