EXHIBIT 10.37
AMENDMENT NO. 1 TO INCENTIVE STOCK OPTIONS
DATED OCTOBER 18, 1996, MARCH 17, 1997, MARCH 17, 1997,
NOVEMBER 19, 1997 AND APRIL 20, 1998
WHEREAS, XXX.XXX, Inc. (the "Company"), by agreements dated October 18,
1996, March 17, 1997, March 17, 1997, November 19, 1997 and April 20, 1998
(each, an "Option Agreement"), granted to Xxxxx X. Xxxxxxx (the "Optionee"),
options to purchase (the "Options") up to 100,000 shares, 34,000 shares,
16,000 shares, 25,000 shares and 2,500 shares of Common Stock, respectively,
of the Company.
WHEREAS, the Company and the Optionee desire to amend the terms of each
Option Agreement to accelerate the option vesting schedule.
NOW, THEREFORE, the Company and the Optionee agree as follows.
RESOLVED, that Section 2 of each Option Agreement is hereby amended to
add the following two paragraphs:
"Notwithstanding the above paragraph, for that portion of the
option that is not vested and exercisable on November 1, 1998, such
unvested shares shall become vested and exercisable in equal daily
installments (rounded to the nearest whole share) during the period
beginning on November 1, 1998 and ending on June 15, 1999. On and
after June 15, 1999, all of the shares subject to the option shall be
vested and exercisable. The provisions of this accelerated option
vesting schedule shall be subject to the same limitations as was the
original vesting schedule.
To the extent that the terms of this agreement, as amended, cause
the aggregate fair market value (determined in accordance with the
applicable provisions of the Internal Revenue Code) of stock with
respect to which your option plus all other incentive stock options
granted to you by the Company or its Affiliates that first become
exercisable in a single calendar year to exceed one hundred thousand
dollars ($100,000), the options or portions thereof that exceed such
limit (according to the order in which they were granted) shall be
treated as nonstatutory stock options."
1.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 1 to the Option Agreements as of December 1, 1998.
XXX.XXX, INC.
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Xxxxx Xxxxxxxxx
Chief Executive Officer
OPTIONEE
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
2.