EXHIBIT 10.1A
May 24, 2002
VIA FACSIMILE AND FEDERAL EXPRESS
Xx. Xxxxx X. Xxxxxx
President & CEO
Intelligent Controls, Inc.
00 Xxxxxxxxxx Xxxx Xxxx
X.X. Xxx 000
Xxxx, Xxxxx 00000
Re: AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Dear Xxxxx:
Reference is made to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 25, 2002, by and among Franklin
Electric Co., Inc. ("Franklin"), FEI Corporation, and Intelligent Controls,
Inc. (the "Company"). Capitalized terms used in this letter and not
otherwise defined in this letter shall have the respective meanings
ascribed to them in the Merger Agreement.
1. EXTENSION OF TERMINATION DATE (Section 7.1(b)(ii)). The parties
agree that all references to the date "June 30, 2002" in Section 7.1(b)(ii)
of the Merger Agreement shall be deleted and replaced with the date "July
31, 2002".
2. PROVISION FOR EXERCISE OF STOCK OPTIONS ON A NET BASIS (Sections
1.11 and 5.1(b)).
(a) The parties agree that Section 1.11 of the Merger Agreement
shall be amended to add the following language at the end of that
Section:
"Prior to the Effective Time, the Company may make
arrangements for the "net" exercise of otherwise
exercisable Stock Options that constitute Incentive
Stock Options under Section 422(b) of the Internal
Revenue Code, as provided in Section 5.1(b) below,
in which case the shares issued upon exercise
shall, at the Effective Time, be converted into the
right to receive the Merger Consideration, as
provided in Section 1.9(a) above."
(b) The parties further agree that Section 5.1(b) of the Merger
Agreement shall be amended to add the following language at the end of
that sub-paragraph:
"; provided however, that the Company may offer
holders of otherwise exercisable Incentive Stock
Options an opportunity to exercise those options on
a "net" basis, meaning that the holders shall pay
the exercise price of the Stock Option and any
applicable taxes by having the Company withhold
from the shares subject to the Stock Option that
number of shares (valued at $3.95 per share or such
lesser price per share as the Company may specify)
having an aggregate value equal to the exercise
price of the Stock Option plus the amount of any
applicable taxes; further provided that as a
condition to any such net exercise, the holder of
the Stock Option must provide a release (in form
and substance approved by the Company and Franklin)
stating that any unvested Stock Options held by the
holder as of the Effective Time shall terminate and
shall no longer be exercisable."
3. ALL OTHER TERMS REMAIN IN EFFECT. Except as set forth in this
letter, all other terms and provisions of the Merger Agreement shall remain
in full force and effect.
If you are in agreement with the foregoing, please so indicate by
signing a copy of this letter in the space provided below and returning it
to Franklin.
FRANKLIN ELECTRIC CO., INC.
By: /s/ Xxxx X. Xxxx
Xxxx X. Xxxx
Senior Vice President
FEI CORPORATION
By: /s/ Xxxx X. Xxxx
Xxxx X. Xxxx
Senior Vice President
Agreed and Accepted
As of May 28, 2002
INTELLIGENT CONTROLS, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President & CEO
