EXHIBIT 4.12.2 FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO
THE ROCKY MOUNTAIN INTERNET, INC. 1997 STOCK OPTION PLAN
FIRST AMENDMENT
TO
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
ROCKY MOUNTAIN INTERNET, INC.
1997 STOCK OPTION PLAN
THIS FIRST AMENDMENT, effective as of the 1st day of October, 1997, between
Rocky Mountain Internet, Inc. (the "Company") and Xxxxxxx X. Xxxxxx (the
"Optionee").
RECITALS:
WHEREAS, the Company and Optionee entered into the Incentive Stock Option
Agreement pursuant to Rocky Mountain Internet, Inc. 1997 Option Plan dated the
1st day of October, 1997;
WHEREAS, the Company made an error in calculating 110% of the Fair Market Value
of the Stock as $2.25 rather than the correct value of $2.6125 on the day of
granting of the Options;
WHEREAS, the prior Board of Directors planned to maximize the Incentive Stock
Options granted to the Optionee and based on the corrected Fair Market Value of
the Options, the number of shares granted pursuant to the Incentive Stock
Option Agreement is 191,385 (not 222,220 shares); and
WHEREAS, Paragraph 12 of the Agreement provides that the Board may amend the
Agreement for the purpose of promoting the objectives of the Plan and the
current Board of Directors now desires to amend the Incentive Stock Option
Agreement as of the 1st day of October, 1997; and
NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, the parties hereby mutually covenant and
agree as follows:
2. Section 1 of such Agreement is hereby replaced in its entirety as follows:
2. GRANT OF OPTION. Subject to the terms and conditions set forth
herein and the Plan, the Company hereby grants to the Optionee for the
period commencing on the date of this Agreement and ending on the
date five (5) years from the date of this Agreement (the "Option
Period") incentive stock options (the "Option") to purchase from the
Company, at a price of $2.6125 per share, up to but not exceeding in
the aggregate One Hundred Ninety-one Thousand Three Hundred
Eighty-five (191,385) shares of the Company's common stock, $.01 par
value ("Stock"), such number being subject to adjustment as provided
in the Plan.
3. Schedule A to the Incentive Stock Option Agreement shall be amended in
its entirety as set forth on Schedule A attached hereto and
incorporated herein by this reference.
71
3. The parties further agree that the provisions hereof are incorporated
in and made a part of the Agreement and, to the extent that these
provisions conflict with the provisions of the Agreement, the provisions
hereof shall control. The parties further agree that, except as otherwise
expressly provided herein, the provisions of the Agreement continue in
full force and effect. Any terms not expressly defined herein shall have
the meaning as set forth in the Plan and Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Optionee has hereunto set
the Optionee's hand, all effective as of the day and year first above
written.
Rocky Mountain Internet, Inc.
By: /s/ Xxxxx X. Xxxxx
-------------------
Xxxxx X. Xxxxx
Corporate Secretary
The Optionee
/s/ Xxxxxxx X. Xxxxxx
----------------------
Xxxxxxx X. Xxxxxx
72
SCHEDULE A
TO THE
INCENTIVE STOCK OPTION AGREEMENT
SHARES OF STOCK FIRST EXERCISABLE
--------------- -----------------
38,277 First anniversary date
of this Agreement
38,277 Second anniversary date
of this Agreement
38,277 Third anniversary date
of this Agreement
38,277 Fourth anniversary date
of this Agreement
38,277 Fifth anniversary date
of this Agreement
73
