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EXHIBIT 10.16.01
FIRST AMENDMENT TO
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION AGREEMENT
SERIES B
WHEREAS, Firearms Training Systems, Inc., a Delaware corporation (the
"Company"), has heretofore granted to the optionee named below (the "Optionee")
a non-qualified option to purchase from the company shares of its Class A Common
Stock upon and subject to the terms and conditions of a Stock Option Agreement,
Series B dated September 18, 1996 (the "Series B Agreement"); and
WHEREAS, the Company and the Optionee desire to amend the Series B
Agreement in certain respects;
NOW, THEREFORE, the Agreement is amended effective as of 4/17/97 in the
following respects:
1. Subsection ( c ) of Section 3.3 of the Agreement is deleted.
2. Section 3.5 of the Agreement is amended in the following respects:
(i) The title of such Section is amended to read as follows: "Change in
Control; Disposition of Stock".
(ii) The first paragraph of such Section is amended to insert " ( a) ( 1 )
" at the beginning thereof, and to delete the phrase "based on its reasonable
judgment regarding whether or the extent to which the Company has achieved the
EBITDA Targets set forth in Section 2.2 ( a ) " as it appears in the last
sentence thereof.
(iii) A new subsection ( b ) shall be added at the end thereof to read as
follows:
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( b ) ( 1 ) In the event of a sale to unaffiliated third parties by the
entities described in the Company's Prospectus dated November 26, 1996 as the
"Centre Entities" or their affiliates of a material percentage of the common
stock of the Company then owned by the Centre Entities (a "Disposition"), the
Option may become exercisable, in part or in full, to the extent prescribed by
the Committee in its sole discretion.
( 2 ) The Committee, in its sole discretion, shall determine whether a
Disposition warranting the acceleration of vesting of this Option, in part or in
full, has occurred for purposes of this subsection, based on such factors as it
deems appropriate including, but not limited to, the extend to which the
Disposition involves more than ten percent ( 10% ) of the then outstanding
common stock of the Company.
This instrument may be executed in two counterparts, each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Accepted this 11th day of
August, 1998.
/s/ Xxxxxx X. Mecedy
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Optionee
Print Name: Xxxxxx X. Xxxxxxx
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