EXHIBIT 4.5
AGREEMENT
THIS AGREEMENT is made this 22nd day of December, 1998, between Precis
Smart Card Systems, Inc., an Oklahoma corporation (the "Company"), and the
undersigned employee ("Employee").
a. The Company and Employee are parties to a certain Agreement dated
July 1, 1996 (the "Stock Option Agreement"), whereby the Company has granted
certain options to Employee to acquire Common Stock of the Company. Capitalized
but undefined terms used herein are defined in the Stock Option Agreement. The
Company has recently caused its Common Stock to be subject to a reverse split.
The Company and Employee hereby desire to acknowledge that the options granted
pursuant to the Stock Option Agreement are modified as a result of the split and
to amend the Stock Option Agreement to specifically provide for antidilution.
In consideration of the premises and other valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. AMENDMENT OF STOCK 0PTION AGREEMENT. The Stock Option Agreement is
hereby amended to add a new provision which reads in its entirety as follows:
ADJUSTMENTS UNDER CHANGES IN CAPITALIZATION. The aggregate number of
share of Common Stock under stock options granted under this Agreement, the
option price and the total number of shares of Common Stock which may be
purchased by Employee on exercise of the stock options shall be appropriately
adjusted or modified by the Board of Directors of the Company to reflect any
recapitalization, stock split, merger, consolidation, reorganization,
combination, liquidation, stock dividend or similar transaction involving the
Company. Provided, any such adjustment shall be made in such a manner as to not
constitute a modification as defined in Section 424(h) of the Internal Revenue
Code of 1986, as amended.
2. ACKNOWLEDGMENT WITH RESPECT TO 0PTIONS. Employee acknowledges and
agrees that the stock options which have previously vested under the Stock
Option Agreement have been adjusted as a result of the reverse stock split, and
as a result as of the date hereof Employee has options to acquire [NUMBER OF
SHARES] shares of Common Stock at an exercise price of $6.00 per share.
3. CONTINUING EFFECT. Except as modified hereby, the Stock Option
Agreement remains in effect; provided, however, that the number of options which
may be issued in the future has been adjusted as a result of the reverse stock
split and may be further adjusted upon the occurrence of any of the events
specified in paragraph 1, above.
DATED as of the date first above written.
COMPANY: PRECIS SMART CARD SYSTEMS, INC.
By /s/ XXXXX XXXX
Title President & CEO
EMPLOYEE: [EMPLOYEE SIGNATURE]
Name [Name of Employee]
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