EXHIBIT 10.2
FIRST AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENTS
THIS FIRST AMENDMENT is made as of the 15th day of March, 2000, by and
among X.X. XXXXXX, INC., a Delaware corporation (the "Company"), and XXXXXXX
XXXXXXXX (the "Participant").
WHEREAS, the Company and Participant entered into
Non-Qualified Stock Option Agreements on March 12, 1993, July 20, 1995,
July 18, 1996, July 28, 1997 and July 23, 1998 (the "Agreements");
WHEREAS, Participant is a director of the Company; and
WHEREAS, the parties hereto desire hereby to amend the
Agreements;
NOW, THEREFORE, in consideration of the premises and promises
herein contemplated, the parties agree as follows:
ARTICLE I
1.1 The second sentence of paragraph 1.(A) of the Agreements is
hereby amended to read as follows:
Except as otherwise provided in paragraph 3, this option shall
be exercisable only if the Participant shall have been a
director of the Company, or in the continuous employ of the
Company or any Subsidiary, from the date hereof until this
option is exercised.
1.2 Paragraph 1.(C) of the Agreements is hereby amended to read as
follows:
(C) Notwithstanding the provisions of subparagraph (A) of this
paragraph 1, this option shall be exercisable to the extent of
100% of the shares hereinabove specified at the time the
Participant ceases to be a director of the Company or an
employee of the Company or any Subsidiary upon the occurrence
of the events described in subparagraph (B) or (D) of
paragraph 3.
1.3 Paragraph 3 of the Agreements is hereby amended to read as
follows:
3. This option shall terminate on the earliest of the
following dates:
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(A) Provided that Participant does not remain a
director of the Company, three months after delivery to the
Participant by the Company or a Subsidiary of notice of
termination of the Participant's employment with the Company
or a Subsidiary other than for any matter that constitutes a
violation of the standard of employee conduct set forth in the
Company's Employee Manual as in effect on the date of such
termination or delivery to the Company by the Participant of
notice of the voluntary termination by the Participant of the
Participant's employment with the Company or a Subsidiary;
(B) One year after the Participant ceases to be an
employee of the Company or a Subsidiary by reason of
retirement under a retirement plan of the Company or a
Subsidiary, which retirement is at or after normal retirement
age provided for in such retirement plan;
(C) Immediately upon the delivery to the Participant
by the Company or a Subsidiary of notice of termination of the
Participant's employment with the Company or a Subsidiary for
any matter that constitutes a violation of the standard of
employee conduct set forth in the Company's Employee Manual as
in effect on the date of such termination;
(D) Two years after the death or permanent disability
of the Participant if the Participant dies or becomes
permanently disabled while a director of the Company or an
employee of the Company or a Subsidiary;
(E) Three months after Participant is no longer a
director of the Company for any reason except as provided in
Subparagraph (D) above; and
(F) Ten years from the date on which this option was
granted.
Nothing contained in this option shall limit whatever right
the Company or a Subsidiary might otherwise have to terminate
the employment of the Participant. Except as otherwise
provided in subparagraph (C) of paragraph 1, after the
termination of the Participant's employment and term as a
director this option shall be exercisable for the same number
of shares for which it was exercisable prior to such
termination. In the event that the Participant's employment
and term as a director terminates on the
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same date that a Change in Control of the Company occurs, the
Change in Control will be deemed to have occurred prior to the
termination of the Participant's employment and term as a
director.
ARTICLE II
2.1 Except as hereby modified, amended or supplemented, the
Agreements shall remain in full force and effect, and any
reference hereafter made by any party hereto to the Agreements
shall be deemed to refer to the same as hereby amended,
regardless of whether specific reference is made hereto.
2.2 All capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed thereto in the
Agreements.
2.3 All terms of construction and interpretation set forth in the
Agreements shall have equal effect in construing this
Amendment.
IN WITNESS WHEREOF, each party has executed and delivered this
Amendment or caused this Amendment to be executed and delivered on its behalf by
a duly authorized officer, all as of the date first above written.
X.X. XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Chairman of the Board
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Name: Xxxxxx X. Xxxxxx
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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