EXHIBIT 10.15
FIRST AMENDMENT TO STOCK OPTION AGREEMENT
This First Amendment to Stock Option Agreement ("Amendment") is
entered into as of the _____ day of ________________, 1995 by and between
Trion, Inc. (hereinafter called the "Company"), a Pennsylvania corporation,
a
n
d
Xxxxxx X. Xxxxxxxxx, a key employee of the Company residing in
Sanford, North Carolina (hereinafter called the "Optionee");
W I T N E S S E T H:
WHEREAS, the Company and the Optionee entered into that certain
Stock Option Agreement, dated as of March 31, 1993 (the "Stock Option
Agreement"); and
WHEREAS, the parties acknowledge that it is desirable, necessary
and appropriate to amend the Stock Option Agreement to provide that all stock
options subject thereto shall be fully vested and immediately exercisable upon
the occurrence of a "Change in Control" (as defined in the Trion, Inc. 1995
Stock Incentive Plan as approved by the Company's shareholders April 18, 1995)
and for certain other purposes;
NOW THEREFORE, for valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:
1. Definitions. Effective as of the date hereof, Section 1 of
the Stock Option Agreement is amended as follows:
(a) Subsection (d) thereof is amended to read in its entirety as
follows:
"Employment Agreement" means the Amended and Restated Employment
Agreement between the Company and the Optionee of even date with this
First Amendment to Stock Option Agreement. Other capitalized terms that
are not defined herein shall have the meaning assigned to them in the
Employment Agreement; and
(b) Subsection (f) thereof is deleted.
2. Vesting of Stock Options. Effective as of the date hereof, a
new Section 3.4 is added to the Stock Option Agreement that reads in its
entirety as follows:
3.4 Notwithstanding any provision of this Agreement to the
contrary, upon the occurrence of a Change in Control, all of the Stock
Options not then exercisable shall become fully vested and
nonforfeitable and immediately exercisable in full.
3. Termination of Employment. Effective as of the date hereof,
Section 4.1 of the Stock Option Agreement is amended to read in its entirety
as follows:
4.1 (A) Termination. Upon the termination of the Optionee's
employment with the Company other than by reason of the Optionee's death
or disability, the Optionee may, within three months from the Date of
Termination, exercise all or any part of his Stock Options as were
exercisable at the Date of Termination, if such termination is not for
Cause. Any such Stock Options that are not exercised within three
months of the Date of Termination shall expire, and in no event may any
Stock Option be exercised later than the expiration of the Option
Period. If the Optionee's employment is terminated for Cause, the right
of the Optionee to exercise any and all Stock Options shall terminate at
the Date of Termination.
(B) Disability. Upon the termination of the Optionee's
employment with the Company by reason of disability (within the meaning
of the Employment Agreement) the Optionee may, within two years after
the date of disability exercise all or any part of his Stock Options as
were exercisable upon such date of disability. Any such Stock Options
that are not exercised within two years of such date shall expire, and
in no event may any Stock Option be exercised later than the expiration
of the Option Period.
(C) Death. In the event of the death of the Optionee while
employed by the Company or a Subsidiary or within the additional period
of time from the date of the Optionee's Date of Termination and prior to
the expiration of the period provided in subsection (A) or (B) above, to
the extent all or any part of the Stock Options were exercisable as of
the Date of Termination and did not expire during such additional period
and prior to the Optionee's death, the right of the Optionee's legal
representatives to exercise the Stock Options shall expire one year from
the date of the Optionee's death or at the expiration of the Option
Period, whichever is earlier.
4. Notices. Effective as of the date hereof, Section 5.11 B. of
the Stock Option Agreement is amended to provide for the following address for
the Executive: 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000.
5. Effect of Amendment. Except as expressly modified hereunder,
the Stock Option Agreement shall remain in full force and effect.
6. Headings. The headings of paragraphs herein are included
solely for convenience of reference and shall not control the meanings or
interpretation of any provisions of this Amendment.
7. Merger. The Stock Option Agreement, as amended by this
Amendment, contains the entire understanding between the parties hereto and
supersedes any prior or contemporary contracts, agreements, understandings
and/or negotiations, whether oral or written.
8. Counterparts. This Amendment may be executed in two or more
counterparts each of which shall be deemed to be an original, but all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
Attest: TRION, INC.
___________________________ By______________________________
Witness: OPTIONEE
___________________________ _______________________________
Xxxxxx X. Xxxxxxxxx
