1
EXHIBIT A (10.4)
FIRST AMENDMENT
TO
STOCK OPTION AGREEMENT
THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT (the "First Amendment")
dated October 27, 2000, is by and between Universal Electronics Inc., a Delaware
corporation with its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("UEI") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Optionee").
WHEREAS, UEI and Optionee are parties to that certain [Insert Name of
Agreement] dated [Insert date of Agreement] (the "Stock Option Agreement"); and
WHEREAS, subsection 7(a) of the Stock Option Agreement provides for
certain effects in the vesting and exercise rights granted to Optionee in the
event of the termination of employment of Optionee without "Cause" or due to
"Constructive Termination";
NOW, THEREFORE, for valuable consideration and intending to be legally
bound, UEI and Optionee agree as follows:
1. The preamble set forth above is incorporated herein and by reference
made a part of this First Amendment.
2. Subsection 7(a) of the Stock Option Agreement shall be amended by
deleting the current subsection in its entirety and replacing it with the
following:
" (a) If Optionee's employment with the Corporation is
terminated by the Corporation without "Cause" (as such term is defined
in subparagraph 7(b) below), by "Constructive Termination" (as such term
is defined in subparagraph 7(c) below), or it terminates as the result
of expiration of the term stated in her Executive Employment Agreement
of even date, and, at such time, Optionee is not then a member of
Corporation's Board of Directors because Optionee has not been
nominated, or elected or re-elected, or appointed or reappointed to the
Board of Directors, or Optionee resigns her employment as a result of
not being nominated, or elected or re-elected, or appointed or
reappointed to the Board of Directors, Optionee shall become immediately
fully vested in the Option without further action by the parties hereto,
and, to the extent not previously exercised, the Option shall be
exercisable in whole or in part with respect to all remaining shares of
Stock covered by the Option and may be exercised by Optionee (or
Optionee's estate or representative, in the event of Optionee's death)
at any time prior to the expiration of the Option Period. If the
Optionee's employment with the Corporation is terminated by the
Corporation without "Cause" (as such term is defined in subparagraph
7(b) below), by "Constructive Termination" (as such term is defined in
subparagraph 7(c) below), or it terminates as the result of expiration
of the term stated in her Executive Officer Employment Agreement of even
date, and at such time Optionee is a member of Board of Directors, the
Option will continue to vest as provided in the vesting schedule
provided in the Stock Option Certificate attached hereto,
1
2
provided, however, at such time Optionee is no longer a member of the
Corporation's Board of Directors because she has not been nominated, or
elected or re-elected, or appointed or reappointed to the Board of
Directors, Optionee shall become immediately vested in the Option
without further action by the parties hereto, and, to the extent not
previously exercised, the Option shall be exercisable at any time prior
to the expiration of the Option Period in whole or in part with respect
to all remaining shares of Stock."
3. All capitalized words used in this First Amendment, unless otherwise
defined herein shall have the meaning ascribed to them in the Stock Option
Agreement.
4. Except as specifically amended by this First Amendment, all of the
provisions of the Stock Option Agreement shall remain in full force and effect
and the Stock Option Agreement, as modified by this First Amendment, constitutes
the entire agreement between UEI and Optionee with respect to the subject matter
thereof and hereof.
IN WITNESS WHEREOF, UEI and Optionee have executed this First Amendment
as of the date first above written.
OPTIONEE UNIVERSAL ELECTRONICS INC.
By:
------------------------------------ ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ An Authorized Member of the
Compensation Committee of the
Board of Directors
2
