CHEMFAB CORPORATION
AMENDMENT
TO
1986 AND/OR 1991 STOCK OPTION PLAN AGREEMENTS
This AMENDMENT, dated as of April 28, 1994 (this "Amendment"), is
between Chemfab Corporation, a Delaware corporation (the "Company"), and (the
"Optionee").
WHEREAS, the Optionee and the Company are parties to one or more 1986
Stock Option Plan Agreements and/or one or more 1991 Stock Option Plan
Agreements (as heretofore amended, the "Option Agreements"), which evidence the
terms of one or more nonstatutory stock options granted by the Company to the
Optionee (the "Options"), exercisable (now or in the future) for an aggregate of
_____ shares of the Company's common stock, par value $.10 per share ("Common
Stock");
WHEREAS, the Optionee and the Company desire to amend and modify the
terms of some or all of the Option Agreements as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment and Modification. To the extent the terms of the Option
Agreements as now in effect (including without limitation any vesting schedule
set forth therein) may be inconsistent with the following, the Option Agreements
are hereby amended and modified to provide that, in the event that, prior to the
expiration or other termination of the Option under any of the Option
Agreements, substantially all of the outstanding voting stock or substantially
all of the assets of the Company is or are acquired by any person or group of
persons, or the Company is party to a merger or consolidation of which the
Company is not in economic substance the predominant surviving entity, such
Options shall, to the extent not then exercisable in full, become exercisable in
full on the day one day before the day of such acquisition, merger or
consolidation.
2. Ratification. Except to the extent amended and modified by this
Amendment, all of the terms, provisions and conditions of each of the Option
Agreements are hereby ratified and confirmed and shall remain in full force and
effect.
3. Entire Agreement. The Option Agreements and this Amendment contain
the entire agreement among the parties with respect to the subject matter
thereof and hereof.
4. Counterparts. This Amendment may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.
CHEMFAB CORPORATION
By:
Name:
Title:
-------------------------------
Optionee
