EXHIBIT 10.19
AMENDMENT TO OPTION AGREEMENT
AMENDMENT TO OPTION AGREEMENT, dated as of February ___, 2000 (this
"Amendment"), between NCI Acquisition Corporation ("Company") and Xxxxx
Xxxxxxx ("Optionee").
W I T N E S S E T H:
WHEREAS, Company granted to Optionee pursuant to that certain Option
Agreement dated as of December 31, 1997 (the "Option Agreement";
capitalized terms used herein and not defined shall have the meanings set
forth on the Option Agreement); and
WHEREAS, Company and Optionee desire to amend certain provisions
options granted pursuant to and certain terms and conditions of the Option
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
Section 1. AMENDMENT TO PARAGRAPH 1. Effective as of June 30, 1999, paragraph 1
of the Option Agreement shall be amended as follows:
(a) The reference in paragraph (b) to "8,409" shall be deleted and "4,205"
substituted therefor.
(b) The reference in paragraph (c) to "4,805" shall be deleted and "2,403"
substituted therefor.
Section 2. AMENDMENT TO PARAGRAPH 2. Effective as of June 30, 1999, paragraph 2
of the Option Agreement is amended by adding the following language to the end
thereof:
" ;provided that if Optionee's full-time employment with Nationwide
Credit, Inc. shall not have been terminated for Cause (as such
term is defined in the Employment Agreement, dated as of December
31, 1997, between Nationwide Credit, Inc. and Optionee, as such
agreement may be amended, modified or supplemented), then (a)
solely with respect to the termination of the Option Period
applicable to the Vested Percentage of the Options, the proviso
to the second sentence of Section 8 of the Plan shall be modified
by deleting the phrase "the sixtieth (60) day" and substituting
therefor "one (1) year", (b) solely for purposes of the vesting
of Class B Options granted pursuant to this Agreement, Section
9(b) of the Plan shall be modified (1) by adding the phrase "(or
if such Optionee's full-time employment is terminated by NCI
prior to such date for any reason other than for "Cause")" to the
end of clause (i)(A) thereof and (2) by deleting the phrase
"within one-hundred and eighty (180) days of the date of such
termination" from the definition of "Vested Percentage" in the
last sentence of the first paragraph thereof and substituting
therefor "within one (1) year of the date of such termination"
(c) solely for purposes of the vesting of Class C Options granted
pursuant to this Agreement, Section 9(c) of the Plan shall be
modified by deleting the phrase "within one-hundred and eighty
(180) days of the date of such termination" from clause (i)(A)
thereof and substituting therefor "within one (1) year of the
date of such termination".
Section 3. AMENDMENT TO VESTING SCHEDULE. Notwithstanding anything to the
contrary contained in this Amendment, the Option Agreement or the Plan, the
parties hereby agree that (a) no Class A Options shall vest after June 30, 1999
and the Vested Percentage of any Class A Options shall not increase after June
30, 1999 and (b) 4,205 of the Class A Options granted pursuant to the Option
Agreement shall be cancelled.
Section 4. LIMITED EFFECT. Except as expressly amended hereby, all of the
provisions of the Option Agreement shall continue to be, and shall remain, in
full force and effect in accordance with their terms.
Section 5. GOVERNING LAW. THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6. SECTION TITLES. Section titles contained in this Amendment are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
Section 7. COUNTERPARTS. This Amendment may be executed in any number of
separate counterparts, each of which shall
collectively and separately constitute one agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date first written above.
NCI ACQUISITION CORPORATION
By:
Name:
Title:
Xxxxx Xxxxxxx
