EXHIBIT 10.28
AMENDMENT NO. 1 TO STOCK OPTION GRANT CERTIFICATE
This Amendment No. 1 (the "AMENDMENT") dated as of __________, 2000 is
to that certain Stock Option Grant Certificate Number ___ (the "OPTION
AGREEMENT") granted to the undersigned (the "OPTIONHOLDER") by Yupi Internet
Inc., a Florida corporation (the "COMPANY"), pursuant to the Company's Stock
Option Plan (the "PLAN").
WHEREAS, the Company and the Optionholder desire to amend certain terms
of the Option Agreement; and
WHEREAS, Section 13 of the Plan provides that terms of the Option
Agreement may not be modified, amended or canceled without the written consent
of the Optionholder.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. AMENDMENT OF OPTION AGREEMENT. Notwithstanding the provisions of
Section 10 of the Option Agreement and the provisions of Section 12 of the Plan,
if there is a sale of substantially all of the assets of the Company or a
merger, consolidation, reorganization, division or other transaction of the
Company in which shares of the Company's capital stock are converted into
another security or into the right to receive securities or property other than
a transaction in which the holders of the Company's voting stock outstanding
immediately prior to any such transaction constitute a majority of the holders
of voting stock outstanding immediately following such transactions (a "CHANGE
IN CONTROL"), one hundred percent (100%) of the Optionholder's unvested options
evidenced by the Option Agreement shall become fully vested in the event of the
occurrence of either of the events described in paragraphs (i) or (ii) below:
i). 100% vesting will occur in connection with a Change
in Control if the surviving or acquiring company does
not provide for the assumption, substitution or
continuation of the remaining unvested options under
a reasonably equivalent economic value methodology.
Under these circumstances, vesting will occur ten
(10) days prior to the scheduled date of consummation
of the Change in Control, contingent on such Change
in Control being consummated.
ii). 100% vesting will occur on the Optionholder's date of
termination of employment, if within one year
following the date of the consummation of the Change
in Control, the Optionholder's employment is
terminated in an "Involuntary Termination." For
purposes of this Amendment, "INVOLUNTARY TERMINATION"
means that, following a Change in Control of the
Company, the acquiring or surviving company
terminates the employment of the Optionholder on
account of a reason other than cause.
2. AMENDMENT LIMITED. Except as provided herein, the provisions of the
Option Agreement and the Plan shall remain in full force and effect and this
Amendment shall not constitute a modification, acceptance or waiver of any other
provision of the Option Agreement or the Plan. This Amendment shall be governed
by and construed in accordance with the terms of the Plan.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4. HEADINGS. The section headings of this Amendment are for convenience
of reference only, do not form a part hereof and do not in any way modify,
interpret or construe the intention of the parties.
5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties and their successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first above written.
YUPI INTERNET INC.: OPTIONHOLDER:
By: _____________________________
[name]
Name: ________________________
Title:________________________
