1
EXHIBIT 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED STOCK OPTION
AGREEMENT (sometimes herein this "Second Amendment") is made and entered into as
of the 20th day of June, 1997, by and between XXXX XXXXX (hereinafter referred
to as "Xxxxx") and XXXXXXX X. XXXXXXX (hereinafter referred to as "Xxxxxxx").
WITNESSETH:
WHEREAS, Xxxxxxx and Xxxxx entered into that certain Stock Option
Agreement (the "Stock Option Agreement") dated December 11, 1991, but effective
as of April 1, 1984, whereby Xxxxx granted to Xxxxxxx an option to acquire five
hundred seventy-five thousand (575,000) shares of common stock of ShoLodge, Inc.
("ShoLodge") from Xxxxx; and
WHEREAS, Xxxxx and Xxxxxxx entered into that certain Amended and
Restated Stock Option Agreement dated March 9, 1992, but effective as of April
1, 1984 (the "Amended Agreement"), which Amended Agreement amended and restated
the Stock Option Agreement; and
WHEREAS, Xxxxx and Xxxxxxx entered into that certain First
Amendment to Amended and Restated Stock Option Agreement (the "First Amendment")
dated as of October 10, 1996, which First Amendment amended the Amended
Agreement ("Amended Agreement" as referred to hereinafter means the Amended
Agreement as amended by the First Amendment); and
WHEREAS, Xxxxxxx and Xxxxx desire to further amend the Amended
Agreement as set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises
and covenants herein contained, the parties do hereby agree as follows:
1. Subparagraph 1(a) of the Amended Agreement is hereby
amended in the following respects:
(a) By deleting the last item under the heading
"Purchase Date" in the initial paragraph thereof, by deleting the last item
under the heading "Price" in the initial paragraph thereof and by inserting in
lieu of such items the following:
Purchase Date Price
------------- -----
If the purchase date occurs after $5.23 per share
September 30, 1997, but on or before
December 31, 1997
2
Purchase Date Price
------------- -----
If the purchase date occurs after $5.34 per share
December 31, 1997, but on or before
March 31, 1998
If the purchase date occurs after $5.45 per share
March 31, 1998, but on or before
June 30, 1998
If the purchase date occurs after $5.56 per share
June 30, 1998, but on or before
September 30, 1998
If the purchase date occurs after $5.67 per share
September 30, 1998, but on or before
December 11, 1998
(b) By changing the date "December 11, 1997" in the
first and second sentences of the last paragraph thereof to "December 11, 1998."
2. Subparagraph 1(c) of the Amended Agreement is hereby
amended by changing the date "December 11, 1997" in the first and third
sentences thereof to "December 11, 1998".
3. Subparagraph 1 (j)(iii) of the Amended Agreement is hereby
amended by deleting such subparagraph in its entirety and substituting in lieu
thereof the following:
(iii) Notice. Each stock certificate issued to Xxxxxxx as
a result of the exercise of the option set forth herein shall be
endorsed with the following legend:
Notice is hereby given that the sale, assignment, transfer,
pledge or other disposition of shares of capital stock represented
by this Certificate is subject to a right of first refusal to Xxxx
Xxxxx pursuant to the terms of that certain Amended and Restated
Stock Option Agreement dated March 9, 1992, but effective as of
April 1, 1984, as amended by that certain First Amendment to
Amended and Restated Stock Option Agreement dated as of October
10, 1996 and that certain Second Amendment to Amended and Restated
Stock Option Agreement dated as of June 20, 1997, all by and
between Xxxx Xxxxx and Xxxxxxx X. Xxxxxxx.
4. Except as hereby modified and amended, the Amended
Agreement shall in all other respects remain in full force and
effect.
-2-
3
IN WITNESS WHEREOF, the parties have executed this Second
Amendment to Amended and Restated Stock Option Agreement on the day and year
first above written.
/s/ Xxxx Xxxxx
---------------------------------------
XXXX XXXXX
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
XXXXXXX X. XXXXXXX
-3-
