EXHIBIT 10.31
Amendment to Nonstatutory Stock Option Agreement dated July 31, 1996 between
the Company and Xxxxxxx X. Xxxxxx amending the Nonstatutory Stock Option
Agreement filed as Exhibit 10.24 above.
AMENDMENT TO
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AMENDMENT TO NONSTATUTORY STOCK OPTION AGREEMENT is made as of the
31st day of July, 1996, between Coda Energy, Inc., a Delaware corporation (the
"Company") and Xxxxxxx X. Xxxxxx ("Employee").
WHEREAS, the Company, Employee and Coda Acquisition, Inc. have entered into
that certain Nonstatutory Stock Option Agreement dated February 16, 1996 (the
"Option Agreement") covering the right and option to purchase shares of common
stock of the Company, par value $.01 per share (the "Stock");
WHEREAS, the Company is the successor by merger to Coda Acquisition, Inc.;
and,
WHEREAS, the Company and Employee desire to amend the Option Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed that Section 3 of the Option Agreement is hereby
amended by adding the following additional paragraph thereto:
"Notwithstanding anything to the contrary contained herein: (i) this
Option shall not be exercisable as to any shares of Stock unless and until
all principal and accrued interest (whether or not then due and payable),
together with any other sums due and payable, under that certain Limited
Recourse Promissory Note dated July 31, 1996, drawn in the amount of
$1,187,500 and payable by Employee to Company, as modified, extended or
renewed, (the "Note") are paid in full; and, (ii) in the event of a default
under the Note, the Company shall have the unilateral right to cancel this
Option, but only as to that number of shares of Stock, rounded to the
nearest whole share, having an aggregate fair market value (determined by
the Company in accordance with Section 4.4(c)(ii) of the Stockholders
Agreement (as defined herein)) equal to the unpaid principal balance plus
accrued interest under the Note, and the Company shall furnish prompt
written notice of such cancellation to Employee."
IN WITNESS WHEREOF, the Company and Employee have executed this instrument
as of the day and year first above written.
CODA ENERGY, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President and CFO
\s\ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
