EXHIBIT 99.3
MICROLOG CORPORATION
AMENDMENT TO THE NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AMENDMENT (this "Amendment") is made as of December 16, 1998 (the
"Effective Date") between Microlog Corporation, a Virginia corporation (the
"Company"), and the Parthenon Group, Inc. (the "Optionee").
WHEREAS the Optionee is providing consulting services to the Company which are
the subject of a separate agreement between the parties dated on or about the
date hereof (the "Consulting Agreement").
WHEREAS the Consulting Agreement provides for the payment of such consulting
services through the payment of $25,000 in cash and the amendment of the
Nonqualified Stock Option Agreement dated June 26, 1997 by and between the
Company and the Optionee (the "Original Agreement") to reduce the exercise price
of the stock options granted thereunder.
NOW, THEREFORE, for and in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
1. Amendments to Original Agreement
The Original Agreement is hereby amended as follows:
(i) the "Option Price" for the purchase of shares of stock from the
Company referred to in Section 1 of the Original Agreement is hereby amended to
$0.9375 per share, the fair market value of the shares as of the Effective Date.
(ii) the vesting provisions of the options referred to in Xxxxxxx 0X
xxxxxxxxxxx (x), (xx), (xxx), (xx), (xx) and (vii) of the Original Agreement are
hereby amended to state that 145,000 options granted under the Original
Agreement which are unvested as of the Effective Date shall become immediately
vested in their entirety and the remaining 50,000 options will vest upon
completion of the uniQue leadership marketing and sales plan.
(iii) Sections 2B and 2C of the Original Agreement are hereby deleted
in their entirety.
(iv) Section 2D of the Original Agreement is hereby amended to state
that in no event may the options granted in the Original Agreement be exercised,
in whole or in part, after the fifth anniversary of the Effective Date.
2. Miscellaneous
Capitalized terms used in this Amendment and not otherwise defined in this
Amendment shall have the meanings provided for in the Original Agreement. This
Amendment, the rights and obligations of the parties hereto, and any claims or
disputes relating thereto, shall be governed by and construed in accordance with
the same laws as govern the Original Agreement.
To facilitate execution, this Amendment may be executed in as many counterparts
as may be required; and it shall not be necessary that the signatures of, or on
behalf of, each party, or that the signatures of all persons required to bind
any party, appear on each counterpart; but it shall be sufficient that the
signature of, or on behalf of, each party, or that the signatures of the persons
required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be
necessary in making proof of this Amendment to produce or account for more than
a number of counterparts containing the respective signatures of, or on behalf
of, all of the parties hereto.
To facilitate execution, this Amendment may be executed through the use of
facsimile transmission, and a counterpart of this Amendment that contains the
facsimile signature of a party, which counterpart has been transmitted by
facsimile transmission to each of the other parties hereto at such facsimile
numbers as such other parties shall request, shall constitute an executed
counterpart of this Amendment.
The Original Agreement, as amended and modified by this Amendment, is in all
respects ratified and confirmed and the terms, covenants and agreements thereof
shall be and remain in full force and effect. The parties executing this
Amendment agree that the Original Agreement, as amended and modified by this
Amendment, shall be remain valid and binding upon such parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, or
have caused this Amendment to be duly executed on their behalf, as of the
Effective Date.
MICROLOG CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx
President and CEO
THE PARTHENON GROUP, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
Managing Director
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