Exhibit 10 (a)(2)(C)
FORM OF
AMENDMENT TO STOCK OPTION AGREEMENT
PURSUANT TO
XXXXX EQUITY, INC.
1993 STOCK OPTION PLAN
This amendment entered into as of May 6, 1996, amends a Stock Option
Agreement (the
"Stock Option Agreement") entered into as of , by and between Xxxxx Equity, Inc.
(referred to herein as the "Company" which definition sometimes includes its
subsidiaries), a Florida corporation, with its principal offices at 0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and (the "Employee").
WHEREAS, the Company had heretofore entered into a Stock Option Agreement
with the Employee; and
WHEREAS, it has been determined to be in the best interest of the Company
and the Employee to amend the Stock Option Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Amendment, the parties agree as follows:
1. Defined terms in the Stock Option Agreement shall have the same
meaning in this Amendment.
2. The last sentence of Section 2 of the Stock Option Agreement is
hereby deleted.
3. Section 3 to the Stock Option Agreement is hereby deleted in its
entirety and restated as follows:
3. HOW EXERCISABLE
(a) The Employee shall exercise the Option by written notice to
the Company, which notice shall specify the number of shares to be
purchased and the date of exercise (the "Date of Exercise") which Date
shall not be more than seven (7) days after the day of the mailing of such
notice. On or before the Date of Exercise, a certified check or, at the
Employee's election, shares of the Company's Common Stock, previously
acquired at least six (6) months prior to the Date of Exercise and
currently owned by the Employee, equal in fair market value to the full
payment of the Option price for such shares shall be delivered to the
Company at the office designated in this Agreement; and until such payment,
the Employee shall have no rights in the optioned stock. In the event of
any failure to take and pay by cash or previously acquired shares, for the
number of shares specified in the notice of election on the date stated
therein, the Option shall become inoperative and lapse as to such number of
shares, but shall continue with respect to any remaining shares subject to
the Option as to which notice of exercise has not yet been made.
(b) Within fifteen days after the Date of Exercise, the Company shall
deliver, or cause to be delivered, to the Employee stock certificates for
the number of shares with respect to which the Option is being exercised,
if the Company has received the certification described in Section 9 of
this Agreement. Delivery of the shares may be made at the office of the
Company or at the offices of a transfer agent appointed for transfer of
the shares of the Company, as the Company shall determine. Shares shall be
registered in the name of the Employee or his or her personal
representative, as the case may be. Neither an Employee nor his or her
personal representative shall have any of the rights of a shareholder
until the shares are issued as herein provided.
Anything herein to the contrary notwithstanding, if any laws or any
regulation of the Securities and Exchange Commission or of any other body
having jurisdiction shall require the Company or the Employee to take any
action in connection with the shares specified in a notice of election
before such shares can be delivered to such Employee, then the date stated
therein for the delivery of the shares shall be postponed until the fifth
business day next following the completion of such action.
4. The last paragraph of Section 4 of the Stock Option Agreement is
hereby deleted.
5. The last sentence of Section 10 of the Stock Option Agreement is
hereby deleted.
6. Any and all other references to Sub-sections (b) or (c) of Section 3
contained in the Stock Option Agreement are hereby deleted.
7. Any and all provisions of the Stock Option Agreement not otherwise
amended by this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXXXX EQUITY, INC.
(Corporate Seal)
By:
President
Attest:
Secretary
Witnesses:
Employee
