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EXHIBIT 10.47
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, each Stock Option Agreement (the "Option Agreement") by
and between The Cerplex Group, Inc. (the "Corporation") and
__________________________________ ("Optionee") evidencing the stock option (the
"Option") granted to Optionee under the terms of the Corporation's Restated 1993
Stock Option/Stock Issuance Plan, as amended, and such provisions shall be
effective immediately. All capitalized terms used in this Addendum, to the
extent not otherwise specifically defined herein, shall have the meanings
assigned to such terms in the Option Agreement.
ACCELERATION OF OPTION
IN CONNECTION WITH CORPORATE TRANSACTION
1. Immediately prior to the effective date of a Corporate
Transaction or, if earlier, upon Optionee's involuntary dismissal or discharge
by the Corporation (for reason other than Misconduct) following the execution of
the definitive acquisition agreement executed in connection with the Corporate
Transaction, the Option, to the extent outstanding at the time but not otherwise
fully exercisable, shall automatically accelerate so that the Option shall
become exercisable for all the Option Shares at the time subject to the Option
and may be exercised for any or all of those Option Shares as fully vested
shares. The Option shall remain so exercisable until the earlier of (i) the
Expiration Date of the option term (or sooner termination upon Optionee's
cessation of Service) or (ii) if the Option is not to be assumed or replaced in
connection with the Corporate Transaction, the effective date of the Corporate
Transaction.
2. For purposes of this Addendum, Misconduct shall mean (i)
Optionee's commission during the course of his or her employment of any
dishonest or fraudulent act; (ii) Optionee's conviction of a felony, whether or
not committed in the course of employment; or (iii) the willful and knowing
disclosure by the Optionee of any trade secrets or confidential information of
the Corporation to persons not authorized to receive such confidential
information.
3. The provisions of Paragraph 1 of this Addendum shall govern
the acceleration of the Option in connection with a Corporate Transaction or
upon an involuntary dismissal or discharge following execution of the definitive
acquisition agreement and shall supersede any provisions to the contrary in the
Option Agreement or the Plan.
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IN WITNESS WHEREOF, The Cerplex Group, Inc. has caused this
Addendum to be executed by its duly-authorized officer as of the Effective Date
specified below.
THE CERPLEX GROUP, INC.
By
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Title
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EFFECTIVE DATE: , 199
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