AMENDMENT TO NON-OUALIFIED STOCK OPTION
CERTIFICATE AND AGREEMENT
Amendment made as of this 4th day of October, 1996 by and between COMMAND
SECURITY CORPORATION, a New York corporation (the "Company") and XXXXX XXXXXX
("Xxxxxx").
WITNESSETH
WHEREAS, the parties have entered into a Non-Qualified Stock Option
Certificate and Agreement dated as of May 6, 1992 (the "Non-Qualified Stock
Option Agreement") pursuant to which an option to purchase 7,500 shares of
common stock of the Company at $3.81 per share has been issued to Xxxxxx;
WHEREAS, by mutual agreement between the Company's Board of Directors
pursuant to a special meeting of the Board of Directors held on the 4th day of
October, 1996 and Xxxxxx, the Company and Xxxxxx agreed that the Non-Qualified
Stock Option Certificate and Agreement be amended.
In consideration of the premises and mutual agreements herein set forth
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to amend the Non-Qualified Stock Option
Agreement as follows:
1. The exercise price is hereby amended to be $2.25 (the fair market value
of the Company's shares as of approximately October 4, 1996).
2. The expiration date of the Non-Qualified Stock Option Certificate and
Agreement is hereby amended to December 31, 1999.
2. This amendment shall be effective immediately.
3. Except as otherwise specifically provided in this amendment, all other
terms and provisions of the Non-Qualified Stock Option Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this third amendment as of
the date first written above.
COMMAND SECURITY CORPORATION
By:___________________________
Xxxxxxx X. Xxxxxxx,
Chairman of the Board
___________________________
Xxxxx Xxxxxx
