AMENDMENT No. 1
to
STOCK OPTION AGREEMENT
FOR
XXXXXX X. XXXXXXXXX
This Amendment No. 1 to the Stock Option Agreement for Xxxxxx X.
Xxxxxxxxx is effective as of January 27, 1998, by and between IAT MULTIMEDIA,
INC., a Delaware corporation with its principal office at IAT AG, Geschaftshaus
Wasserschloss, Xxxxxxxxxxx 00, XX-0000 Xxxxxxxxx-Xxxxx, Xxxxxxxxxxx, fax number
00-00-000-0000 (the "Company") and XXXXXX X. XXXXXXXXX, an individual residing
at 0 Xxxxxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxx 00000, fax number 000-000-0000
("Xx. Xxxxxxxxx").
W I T N E S S E T H:
WHEREAS, the Company and Xx. Xxxxxxxxx previously entered into a Stock
Option Agreement, dated as of July 18, 1997 (the "Agreement") relating to the
granting by the Company of certain stock options to Xx. Xxxxxxxxx; and
WHEREAS, the parties mutually desire to modify certain portions of the
Agreement.
NOW, THEREFORE, the parties hereby agree to amend the above-referenced
Agreement by adding the following new language:
1. Modify Section 2(c) in its entirety to read:
"Exercise Upon Termination of Consulting Agreement. If Xx.
Xxxxxxxxx ceases to be a consultant of the Company pursuant to
termination by either party of the Consulting Agreement of
even date herewith between the Company and Xx. Xxxxxxxxx, or
by reason of Xx. Xxxxxxxxx'x death or disability, the vested
portion of the Option may be exercised by Xx. Xxxxxxxxx, or
his heirs, devises, or legatees no later than June 26, 2001,
and the unvested portion of the Option shall be forfeited, but
in no event shall any portion of the Option remain exercisable
after the expiration date of the Option as specified in
paragraph (a) of this Section 2."
Except as herein amended, the provisions of the Agreement remain
unchanged and in full effect.
[NYCORP] 73264.1
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 as of the day and year first written above.
IAT MULTIMEDIA, INC.
By: /s/ Xxxxx Xxxx
----------------------------
Name: Xxxxx Xxxx
Title: Co-Chairman of the
Board
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx
