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EXHIBIT 10.08
FIRST AMENDMENT TO
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION AGREEMENT
SERIES D
WHEREAS, Firearms Training Systems, Inc., a Delaware corporation (the
"Company"), has heretofore granted to the optionee named below (the "Optionee")
a non-qualified option to purchase from the Company shares of its Class A Common
Stock upon and subject to the terms and conditions of a Stock Option Agreement,
Series D dated April 17, 1997 (the "Agreement"); and
WHEREAS, the Company and the Optionee desire to amend the Agreement in
certain respects;
NOW, THEREFORE, the Agreement is amended effective as of May 8, 1998 in the
following respects:
1. Section 2.2(a) of the Agreement is amended to delete the phrase "Except as
otherwise provided in Section 3.5 below (relating to a change in control of the
Company)," as it appears at the beginning thereof.
2. Section 2.2(e) of the Agreement is amended (i) to delete the phrase "the
earliest to occur of (i) the date which is 90 days after the effective date of
the Optionee's termination of employment and (ii) the Expiration Date" as it
appears therein, and to substitute therefore a new phrase to read as follows:
the latest to occur of (i) the date that is 90 days after the effective
date of the Optionee's termination of employment (ii) the date on which the
Optionee is determined to be noncompliant with the Confidential Resignation
Agreement, pursuant to Paragraph 17 thereof, and (iii) if no violation of
Paragraph 17 of
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the Confidential Resignation Agreement occurs during the Compliance Period
(as defined therein), the date that is twelve months after the end of the
Compliance Period
and (ii) to add a new sentence at the end thereof to read as follows:
For purposes of this Agreement, "Confidential Resignation Agreement"
means the resignation agreement between the Company and the Optionee
dated May 8, 1998.
3. Section 2.5 of the Agreement is amended in the following respects:
(i) to insert the phrase "In the event of a determination of the
Optionee's noncompliance with the Confidential Resignation Agreement on account
of the Optionee's breach or failure to comply with his obligations thereunder as
described in Paragraph 17 thereof, or" at the beginning of subsection (a)
thereof,
(ii) to insert the phrase "the date of such determination of noncompliance
or" before the phrase "the date the Optionee engages in such activity" as it
appears twice in subsection (a) thereof, and before the phrase "the date on
which the Optionee engaged in such activity" as it appears in subsection (a)
thereof, and
(iii) to add the parenthetical phrase "(or in the case of a breach of the
Confidential Resignation Agreement, the Chief Executive Officer)" after the word
"Committee" as it appears in subsection (b) thereof.
4. Section 3.5 of the Agreement is amended (i) to delete the phrase "all
outstanding options shall immediately be exercisable in full and" as it appears
in the first paragraph thereof and (ii) to add the phrase "for which the Option
is exercisable as of the date of occurrence of such Change in Control" after the
phrase "a cash payment from the Company in an amount equal to the number of
shares of Stock
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then subject to such option" as it appears in the second paragraph thereof.
5. Section 4.4 of the Agreement is amended to substitute the address "4600
Xxxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000" for the address "c/o Firearms
Training Systems, Inc., 0000 XxXxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000" as it
appears after the name "Xxxxx X. Xxxxxxxx."
This instrument may be executed in two counterparts, each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.
FIREARMS TRAINING SYSTEMS, INC.
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
Accepted this 8th day of May, 1998.
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
