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EXHIBIT 10.8
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AGREEMENT amends the Stock Option Agreement dated as of the 1st
day of January, 1994, by and between XXXXX XXXXX, INC., a Wisconsin corporation
(the "Company"), and XXXX X. XXXXXXXXXX (the "Optionee").
WHEREAS, the Optionee and the Company entered into an Employment
Agreement effective as of January 1, 1994 (the "Employment Agreement"); and
WHEREAS, pursuant to the Employment Agreement the Company granted
certain options to purchase shares of the Company's Common Stock to the
Optionee; and
WHEREAS, the Stock Option Agreement provides at paragraph 3 for the
vesting of options at a rate of 25% per year from and after January 1, 1995;
and
WHEREAS, the Stock Option Agreement does not currently provide for the
ability to exercise vested stock options on termination of the Optionee's
employment other than by reason of disability, death or retirement or change in
control; and
WHEREAS, the Company and the Optionee have agreed that vested options
should be able to be exercised in the event of a voluntary termination or a
termination not for "Cause";
NOW, THEREFORE, it is agreed as follows:
1. Paragraph 5 of the Stock Option Agreement is hereby amended to
read as follows:
"5. If the Optionee ceases to be an employee of the Company
or any subsidiary as a result of a termination for "Cause", then the option
shall terminate. If the Optionee ceases to be an employee of the Company or
any subsidiary by reason of voluntary termination by the Optionee, termination
by the Company not for "Cause", disability, death or retirement, then the
option shall terminate six (6) months after the Optionee ceases to be an
employee, but in no event beyond the "Option Period." A termination for
"Cause" for this purpose shall be defined as a willful failure to deal fairly
with the Company or its shareholders in a manner in which the Optionee has a
material conflict of interest; a violation of criminal law, unless the Optionee
shall have reasonable cause to believe that his conduct was lawful or no
reasonable cause to believe that his conduct was unlawful; a transaction for
which the Optionee derived an improper personal profit; or willful misconduct."
2. All of the other terms and conditions of the Stock Option
Agreement dated as of the 1st day of January, 1994, shall remain in full force
and effect except as specifically amended above.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed and
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delivered this 5th day of December, 1995.
XXXXX XXXXX, INC.
By: Xxxxxxxx X. Xxxxx
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Attest:
By: Xxxxx X. Xxxxx
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OPTIONEE:
Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
[CORPORATE SEAL]
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