STOCK OPTION AMENDMENT AND SPECIAL BONUS AGREEMENT
Exhibit 10.143
STOCK OPTION AMENDMENT
AND
SPECIAL BONUS AGREEMENT
AND
SPECIAL BONUS AGREEMENT
THIS AGREEMENT is entered into as of the day of , 2008,
by Xxx Research Corporation, a Delaware corporation (the “Company”), and , the
holder of one or more options to purchase shares of the Company’s common stock (the “Optionee”).
WHEREAS, the Company previously granted to Optionee the options identified on attached
Schedule I (the “Options”) to purchase shares of the Company’s common stock under one or more of
the Company’s stock incentive plans (each such plan, a “Plan”).
WHEREAS, the Company and Optionee previously memorialized the terms applicable to each of the
Options by entering into a separate stock option agreement (the “Option Agreement”) for each such
Option.
WHEREAS, in order to avoid adverse tax consequences under section 409A of the Internal Revenue
Code, Optionee has agreed to amend the unexercised portion of each of the Options subject to
section 409A and identified as such on Schedule I (the “Covered Portion”) to increase the exercise
price of each such Option to the fair market value per share of the Company’s common stock on the
actual grant date determined by the Company to be applicable for that Option.
WHEREAS, in order to compensate Optionee for the increased exercise prices to be in effect for
the Covered Portions of the Options, the Company has agreed to pay Optionee a special cash bonus in
a dollar amount equal to the aggregate increase in the exercise prices for the Covered Portions of
the Options listed on Schedule I, with the actual dollar amount of that bonus indicated as the
Total Special Bonus on Schedule I.
NOW THEREFORE, the Company and Optionee agree as follows:
1. Increased Exercise Price. The exercise price per share set forth in the Option
Agreement for each of the Options listed on Schedule I is hereby increased, with respect to the
shares subject to the Covered Portion of that Option, to the higher exercise price per share set
forth for that Option on Schedule I.
2. Special Bonus. Optionee shall become entitled to receive a cash bonus from the
Company (the “Special Bonus”) in the gross dollar amount indicated as his or her Total Special
Bonus on attached Schedule I. Payment shall be made on the Company’s first regularly scheduled
payroll date in January 2009. The Special Bonus shall be subject to the Company’s collection of all
applicable federal, state and local income and employment withholding taxes, and Optionee shall be
paid only the net amount of such bonus remaining after such taxes have been collected. Optionee
need not remain in the Company’s employ to receive the Special Bonus.
3. Entire Agreement. This Agreement, together with the Option Agreements (to the
extent not expressly amended hereby) and the applicable Plan under which each Option is
outstanding, represents the entire agreement of the parties with respect to the Options, the
Covered Portions
1
thereof and the Special Bonus and supersedes any and all previous contracts, arrangements or
understandings between the parties with respect to such Options and the Special Bonus. This
Agreement may be amended at any time only by means of a writing signed by Optionee and an
authorized officer of the Company.
5. Continuation of Option Agreements. Except for the foregoing increases to the
exercise prices per share for the Covered Portions of the Options, no other terms or provisions of
the Option Agreements for such Options or the applicable Plans have been modified as a result of
this Agreement, and those terms and provisions shall continue in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of Xxx Research Corporation by
a duly-authorized officer of the Company and by Optionee.
| XXX RESEARCH CORPORATION | ||||||||
| By: | ||||||||
| TITLE: | ||||||||
| DATED: | , 2008 | |||||||
| OPTIONEE | ||||||||
| DATED: | , 2008 | |||||||
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SCHEDULE I
AMENDED OPTIONS AND SPECIAL BONUS
| Number of | ||||||||||||||||||||||||
| Number of | Outstanding | Special | ||||||||||||||||||||||
| Outstanding | Option | Bonus | ||||||||||||||||||||||
| Total | New | Option | Shares | Payable on | ||||||||||||||||||||
| Number | Exercise | Exercise | Shares | Not Subject | first regularly | |||||||||||||||||||
| of Shares | Price | Price Per | Subject to | to | scheduled | |||||||||||||||||||
| Subject to | Per Share | Share | Amended | Amended | payroll date | |||||||||||||||||||
| Grant | Outstanding | Prior to | Following | Exercise | Exercise | in | ||||||||||||||||||
| Date | Option | Amendment | Amendment | Price | Price | January 2009 | ||||||||||||||||||
Total Special Bonus |
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