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EXHIBIT 10.3
THIRD AMENDMENT TO
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED STOCK OPTION AGREEMENT
(sometimes herein this "Third Amendment") is made and entered into as of the
21st day of July, 1998, by and between XXXX XXXXX (hereinafter referred to as
"Xxxxx") and XXXXXXX X. XXXXXXX (hereinafter referred to as "Xxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxx and Xxxxx entered into that certain Stock Option Agreement
(the "Stock Option Agreement") dated December 11, 1991, whereby Xxxxx granted to
Xxxxxxx an option to acquire five hundred seventy-five thousand (575,000) shares
of common stock of ShoLodge, Inc. ("ShoLodge") from Xxxxx; and
WHEREAS, Xxxxx and Xxxxxxx entered into that certain Amended and Restated
Stock Option Agreement dated March 9, 1992, but effective as of April 1, 1984
(the "Amended Agreement"), which Amended Agreement amended and restated the
Stock Option Agreement; and
WHEREAS, Xxxxx and Xxxxxxx entered into that certain First Amendment to
Amended and Restated Stock Option Agreement (the "First Amendment") dated as of
October 10, 1996, which First Amendment amended the Amended Agreement; and
WHEREAS, Xxxxx and Xxxxxxx entered into that certain Second Amendment to
Amended and Restated Stock Option Agreement (the "Second Amendment"), dated as
of June 20, 1997, which Second Amendment further amended the Amended Agreement
("Amended Agreement" as referred to hereinafter means the Amended Agreement as
amended by the First Amendment and by the Second Amendment); and
WHEREAS, Xxxxxxx and Xxxxx desire to further amend the Amended Agreement as
set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, the parties do hereby agree as follows:
1. Subparagraph 1(a) of the Amended Agreement is hereby amended in the
following respects:
(a) By deleting the last item under the heading "Purchase Date" in the
initial paragraph thereof, by deleting the last item under the heading "Price"
in the initial paragraph thereof and by inserting in lieu of such items the
following:
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Purchase Date Price
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If the purchase date occurs after $5.67 per share
September 30, 1998, but on or before
December 31, 1998
If the purchase date occurs after $5.79 per share
December 31, 1998, but on or before
March 31, 1999
If the purchase date occurs after $5.91 per share
March 31, 1999, but on or before
June 30, 1999
If the purchase date occurs after $6.03 per share
June 30, 1999, but on or before
September 30, 1999
If the purchase date occurs after $6.16 per share
September 30, 1999, but on or before
December 11, 1999
(b) By changing the date "December 11, 1998" in the first and second
sentences of the last paragraph thereof to "December 11, 1999."
2. Subparagraph 1(c) of the Amended Agreement is hereby amended by changing
the date "December 11, 1998" in the first and third sentences thereof to
"December 11, 1999".
3. Subparagraph 1(j)(iii) of the Amended Agreement is hereby amended by
deleting such subparagraph in its entirety and substituting in lieu thereof the
following:
(iii) Notice. Each stock certificate issued to Xxxxxxx as a result of
the exercise of the option set forth herein shall be endorsed with the
following legend:
Notice is hereby given that the sale, assignment, transfer, pledge or
other disposition of shares of capital stock represented by this
Certificate is subject to a right of first refusal to Xxxx Xxxxx pursuant
to the terms of that certain Amended and Restated Stock Option Agreement
dated March 9, 1992, but effective as of April 1, 1984, as amended by that
certain First Amendment to Amended and Restated Stock Option Agreement
dated as of October 10, 1996, by that certain Second Amendment to Amended
and Restated Stock Option Agreement dated as of June 20, 1997, and by that
certain Third Amendment to Amended and Restated Stock Option Agreement
dated as of July 21, 1998, all by and between Xxxx Xxxxx and Xxxxxxx X.
Xxxxxxx.
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4. Except as hereby modified and amended, the Amended Agreement shall in
all other respects remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Amended and Restated Stock Option Agreement on the day and year first above
written.
/S/ Xxxx Xxxxx
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XXXX XXXXX
/S/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
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