EXHIBIT 4.6
Amendment Number 1 dated June 17, 1999 to the
1997 Stock Incentive Plan of Syntroleum Corporation (formerly, "SLH
Corporation")
WHEREAS, Syntroleum Corporation, a Kansas corporation formerly named
SLH Corporation ("Syntroleum-Kansas") entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of May 7, 1999 with Syntroleum
Corporation, a Delaware corporation ("Syntroleum-Delaware"); and
WHEREAS, the Merger Agreement provides for the merger of Syntroleum-
Kansas with and into Syntroleum-Delaware (the "Merger" and together with the
other transactions contemplated thereby, the "Reincorporation"); and
WHEREAS, Article IV of the Merger Agreement provides that the Stock
Option Plans (as defined therein) and other employee benefit and compensation
plans and agreements of Syntroleum-Kansas shall be assumed by and become plans
and agreements of Syntroleum-Delaware immediately after the Effective Time (as
defined therein); and
WHEREAS, the Plan is a Stock Option Plan as contemplated in the Merger
Agreement and therefore was assumed by and continues as a plan and agreement of
Syntroleum-Delaware at the Effective Time;
NOW, THEREFORE, Syntroleum-Delaware does hereby adopt the Plan and
does hereby amend the Plan, effective June 17, 1999, to provide for certain
other changes as follows:
1. The title of the Plan is hereby amended to read as follows:
"SYNTROLEUM CORPORATION
1997 STOCK INCENTIVE PLAN"
2. Section 1 of the Plan is hereby amended to read in its entirety as
follows:
"1. PURPOSE
The Syntroleum Corporation 1997 Stock Incentive Plan is designed to
enable Non-Employee Directors of and qualified executive, managerial,
supervisory and professional officers and employees of the Company and
its Subsidiaries to acquire or increase their ownership of the $.01
par value common stock of the Company on reasonable terms. The
opportunity so provided is intended to xxxxxx in participants a strong
incentive to exert maximum effort for the continued success and growth
of the Company and its Subsidiaries and the enhancement of
stockholders' interests, to aid in retaining individuals who exert
such efforts and to assist in attracting the best available
individuals in the future."
3. Section 2.1 of the Plan is hereby amended to read in its entirety as
follows:
"2.1 'Board' means the Board of Directors of Syntroleum Corporation,
a Delaware corporation.
4. Section 2.4 of the Plan is hereby amended to read in its entirety as
follows:
"2.4 'Company' means Syntroleum Corporation, a Delaware corporation.
SYNTROLEUM CORPORATION,
a Delaware corporation
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Secretary
