AMENDMENT
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TO INCENTIVE STOCK OPTION GRANTS
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AMENDMENT, dated as of September __, 2000 between Zany Brainy, Inc. (the
"Company") and Xxxxxx X. Xxxxxxx (the "Optionee").
RECITALS
The Company has issued to the Optionee stock options (the "Options") to
purchase shares of common stock of the Company ("Shares") under the Children's
Concept, Inc. 1993 Stock Incentive Plan (the "1993 Plan") and the Zany Brainy,
Inc. Amended and Restated 1998 Equity Compensation Plan (the "1998 Plan") by
Stock Option Grant Agreements (the "Grant Agreements") as follows:
Date of Grant # of Option Shares Exercise Price Per Share
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November 6, 1995 200,000 $ 3.33
March 21, 1997 150,000 $ 3.33
January 28, 1998 100,000 $ 4.00
March 29, 1999 125,000 $11.75
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Total 575,000
The Compensation Committee (the "Committee") and the Board of Directors of
the Company (the "Board") have agreed to amend the Options to extend the post-
termination exercise period (but not beyond the expiration of the Option term).
The parties understand that this amendment of the Options is considered a new
option grant for tax purposes under Section 424 of the Internal Revenue Code
(the "Code"), so that (i) the holding period for incentive stock options shall
re-commence as of the date of this amendment and (ii) a portion of the Options
shall be treated as non-qualified stock options as a result of the application
of the $100,000 limit on incentive stock options under Section 422 of the Code.
NOW THEREFORE, the parties agree that the Grant Agreements are hereby
amended as follows:
Notwithstanding anything to the contrary contained in the above-
referenced Option Agreements, if there is a termination of the Optionee's
employment for any reason other than Cause, the Options shall terminate at
the earlier of the following: (i) two years from date of such termination
or (ii) the expiration of the Options term.
In all respects not amended, the Options are hereby ratified and confirmed and
all Options which were previously vested shall remain vested notwithstanding
anything contained herein.
WITNESS the following signatures.
Zany Brainy, Inc.
By:___________________________ ___________
Date
______________________________ ___________
Xxxxxx X. Xxxxxxx Date
