EXHIBIT 10.68
AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
FOR THE
XXXXXXX COMPANIES, INC. 1999 STOCK INCENTIVE PLAN
THIS AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT FOR
THE XXXXXXX COMPANIES, INC. 1999 STOCK INCENTIVE PLAN
("Amendment") is entered into as of the 29th day of February,
2000 by and between Xxxxxxx Companies, Inc., an Oklahoma
corporation (the "Company"), and Xxxxx X. Xxxxxx (the
"Participant").
WITNESSETH:
WHEREAS, the Company and the Participant have previously
entered into that certain Non-Qualified Stock Option Agreement
under the Xxxxxxx Companies, Inc. 1999 Stock Incentive Plan dated
March 2, 1999 (the "Agreement"), which granted to the Participant
options to purchase 100,000 shares of voting common stock of the
Company in exchange for the Participant's performing future
services for the Company pursuant to the terms of the Agreement;
and
WHEREAS, all capitalized terms used in this Amendment shall
have the same meaning ascribed to them in the Agreement unless
specifically denoted otherwise; and
WHEREAS, effective as of March 2, 2000, the Participant will
become 100% vested in Stock Options to purchase 25,000 shares of
Common Stock pursuant to Section 2 of the Agreement; and
WHEREAS, the parties hereto wish to amend the Agreement to
provide that the 25,000 Stock Options subject to the March 2,
2003 Exercise Date shall instead be subject to the March 2, 2001
Exercise Date; and
WHEREAS, this Amendment is not intended and shall not be
construed as increasing the aggregate number of shares of Common
Stock subject to the Stock Options under the Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
that Section 2 of the Agreement is hereby amended to read as
follows:
"2. TIMES OF EXERCISE OF STOCK OPTION. After, and
only after, the conditions of Section 8 hereof have
been satisfied, the Participant shall be eligible to
exercise that portion of his Stock Options pursuant to
the schedule set forth hereinafter. If the
Participant's employment with the Company (or of any
one or more of the Subsidiaries of the Company) remains
full-time and continuous at all times prior to any of
the 'Exercise Dates' set forth in this Section 2, then
the Participant shall be entitled, subject to the
applicable provisions of the Plan and this Option
Agreement having been satisfied, to exercise on or
after the applicable Exercise Date, on a cumulative
basis, the number of shares of Stock determined by
multiplying the aggregate number of shares set forth in
Section 1 of this Option Agreement by the designated
percentage set forth below.
Percent of Stock
Exercise Dates Option Exercisable
-------------- ------------------
On or After March 2, 2000 25%
On or After March 2, 2001 75%
On or After March 2, 2002 100%"
The Agreement is not amended in any respect except as herein
provided.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
"Company" XXXXXXX COMPANIES, INC., an
Oklahoma corporation
XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx, Senior Vice
President - Human Resources
"Participant" XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
