1
EXHIBIT 10.19
AMENDMENT NO. 1
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
This Amendment (this "Amendment") to that certain Non-Qualified Stock
Option Agreement (the "Option Agreement"), effective as of October 1, 1998, by
and between ClientLogic Holding Corporation (formerly known as CustomerONE
Holding Corporation) (the "Company") and Xxxx X. Xxxxxx (the "Optionee"), is
made and entered into as of August 10, 1999, by and between the Company and the
Optionee.
RECITALS
WHEREAS, the Company and Optionee have heretofore entered into the Option
Agreement; and
WHEREAS, the Company and the Optionee wish to amend the Option Agreement
as more fully set forth in this Amendment;
NOW, THEREFORE, the parties agree to amend the Option Agreement as follows:
1. Section 2(e).
Section 2(e) of the Option Agreement is hereby amended and restated to
read, in its entirety, as follows:
(e) For purposes hereof, a "Liquidity Event" shall mean the first to
occur of any of the following:
(i) any sale of all or substantially all of the assets of the
Company and its operating subsidiaries taken as a whole (for purposes
hereof, the "Portfolio Company") in an arm's-length transaction;
(ii) the liquidation or winding up of the Portfolio Company;
(iii) an initial public offering of the common shares or other
equity securities of the Portfolio Company by way of
2
prospectus, registration statement or similar document where, or
in connection with which, such shares or securities are to become
listed and posted for trading or quoted on at least one of (1)
the Toronto Stock Exchange, (2) the Montreal Exchange, (3) the
New York Stock Exchange, (4) the American Stock Exchange or (5)
the National Market of the National Association of Securities
Dealers Automated Quotation System, together with any such other
stock exchange or exchanges as may be approved by the Board; or
(iv) a sale of all or substantially all of the shares of
the Portfolio Company owned, directly or indirectly, by LLC2
(including any affiliate of LLC2) in an arm's-length transaction.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
2
3
In witness whereof, the parties have caused this Amendment to be executed
as of the date first set forth above.
CLIENTLOGIC HOLDING CORPORATION
By: /s/ XXXX XXXXXXX
----------------------------------
Name: Xxxx Xxxxxxx
--------------------------------
Title:
-------------------------------
XXXX XXXXXX
/S/ XXXX XXXXXX
-------------------------------------
