Page 93
Exhibit 10(iii)A(10)
Xxx X. Xxxxxx
October 18, 1996
October 18, 1996
Xxx X. Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Amendment of Stock Option Agreements
Dear Xxx:
In connection with your termination of employment, and as confirmed
and evidenced by this letter agreement, the terms of certain stock options
previously granted to you were amended by action taken by the Executive Resource
and Nominating Committee of NSI's Board of Directors (the "Committee") on August
2, 1996, and ratified by the Board of Directors on September 18, 1996.
The following installments of employee stock options, which had
previously been granted to you and which would otherwise have vested and become
exercisable after this date, have been accelerated so that they are immediately
exercisable on this date:
Number of
Option Grant Date Shares In Installments
September 15, 1993 3,750
September 21, 1994 4,011
September 21, 1994 8,489
September 20, 1995 3,252
September 20, 1995 15,498
35,000
In addition, the Committee amended the expiration provisions of those
options for 35,000 shares and options for 42,756 shares which were previously
granted to you and were already exercisable according to their original vesting
schedules. Pursuant to the amendment, said options for 77,756 shares remain
exercisable through October 31, 1998, notwithstanding your resignation effective
today.
Page 94
Exhibit 10(iii)A(10)
Your Incentive Stock Option Agreement dated September 15, 1993,
Incentive Stock Option Agreement dated September 21, 1994, Nonqualified Stock
Option Agreement dated September 21, 1994, Incentive Stock Option Agreement
dated September 20, 1995 and Nonqualified Stock Option Agreement dated September
20, 1995 (the "Stock Option Agreements") are each hereby amended in accordance
with this letter.
Please acknowledge your acceptance of this letter by signing in the
space provided below and returning the executed letter to me. A duplicate is
enclosed for you to retain with your copies of the Stock Option Agreements.
Very truly yours,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
JSB:sdh
Enclosures
Accepted and agreed to as of the
18th day of October, 1996:
/s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx
