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EXHIBIT 10.25
SECOND AMENDMENT TO
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT, by YOUcentric, Inc., a Delaware corporation (the
"Corporation"), is dated this 9th day of August, 2000.
WHEREAS, the Board of Directors of the Corporation (the "Board")
granted Xxxx Xxxxx (the "Optionee") a nonqualified stock option to purchase
shares of the Corporation's common stock;
WHEREAS, such option is evidenced by a Nonqualified Stock Option
Agreement between the Corporation and Optionee dated December 23, 1999 (the
"Agreement"), as amended;
WHEREAS, the Board effected a three-for-two share split by way of a 50%
share dividend on August 9, 2000;
WHEREAS, the Agreement provides, in part, that in the event of a share
dividend involving the Corporation's common stock, equitable adjustments shall
be made in the terms, conditions and restrictions of the Agreement, as
applicable, all as determined by the proper officers of the Corporation in their
discretion;
WHEREAS, in light of the foregoing, the undersigned officer of the
Corporation desires to make equitable adjustments in the number of shares of
common stock of the Corporation subject to the Agreement and the exercise price
per share of common stock of the Corporation under the Agreement.
NOW, THEREFORE, the Agreement is amended to read as follows effective
August 9, 2000:
1. Section 1 of the Agreement is amended to read as follows:
1. GRANT OF OPTION. The Board granted Optionee an option to
purchase from the Corporation, during the period specified in section 3
of this Agreement, a total of Two Million Seven Hundred Seventy
Thousand Five Hundred Sixty (2,077,920) shares of the common stock of
the Corporation (the "Stock") at the purchase price of One Cent ($.01)
for every nine shares (the "Purchase Price"), in accordance with the
terms and conditions stated in this Agreement. The shares of Stock
subject to the option granted hereby are referred to below as the
"Shares," and the option to purchase such Shares is referred to below
as the "Option."
2. This Amendment does not supersede the terms and conditions of the
Agreement, except to the extent expressly described herein.
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
written above.
YOUCENTRIC, INC.
By: /s/ X. Xxxxxx Xxxxx
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Name: X. Xxxxxx Xxxxx
Title: Chief Financial Officer
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