FIRST AMENDMENT
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
ROCKY MOUNTAIN INTERNET, INC.
1997 STOCK OPTION PLAN
THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT, 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 Non-Qualified Stock
Option Agreement (the "Agreement") pursuant to Rocky Mountain Internet, Inc.
1997 Option Plan dated the 1st day of October, 1997;
WHEREAS, the Company and Optionee entered into an 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 the Incentive Stock
Options at 110% of the Fair Market Value of the Stock as $2.25 rather than the
correct value of $2.6125 on the date 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 Incentive Stock Options, the number of shares granted pursuant to
the Incentive Stock Option Agreement should be 191,385 (not 222,220 shares),
thereby increasing the Non-Qualified Stock Options to 408,615 (not 377,780
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 Non-Qualified Stock Option
Agreement as of the 1st day of October, 1997.
NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, the parties hereby mutually covenant and agree
as follows:
1. Section 1 of such Agreement is hereby replaced in its entirety as follows:
1. 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 ten (10) years from the date of this Agreement (the "Option
Period") non-qualified stock options (the "Option") to purchase from
the Company, at a price of $1.00 per share, up to but not exceeding in
the aggregate Four Hundred Eight Thousand Six Hundred Fifteen
(408,615) shares of the Company's common stock, $0.001 par value
("Stock"), such number being subject to adjustment as provided in the
Plan.
2. 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:
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Xxxxx X. Xxxxx
Corporate Secretary
The Optionee
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Xxxxxxx X. Xxxxxx
