EX-10.3-1
THIS AMENDMENT TO OPTION AGREEMENT, dated as of September 11, 1995,
is between Great Dane Holdings Inc. (the "Company") and Xxx X. Xxxxxx (the
"Employee").
WHEREAS, the Company and the Employee are parties to an Option
Agreement dated as of January 17, 1995 (the "Option Agreement") and desire to
amend the Option Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein without definition shall be
used with the meanings ascribed to them in the Option Agreement.
2. Section 1 of the Option Agreement is hereby deleted in its
entirety and the following is substituted therefor:
"1. The Employee is hereby granted the option to purchase
from the Company, on the terms and conditions set forth in this Agreement,
all or any part of 3.125 shares of Common Stock, par value $1.00 per share
(the "Shares of Common Stock") of the Company at $16,800 per share."
3. The schedule in Section 2 of the Option Agreement is hereby
deleted in its entirety and the following schedule is substituted therefor:
Date Number of Shares
---- ----------------
March 31, 1995 1.04166
March 31, 1996 1.04166
March 31, 1997 1.04166
4. Section 4(a) of the Option Agreement is hereby deleted in its
entirety and the following is substituted therefor:
"4. (a) This option gives effect to the 16,800 to one
reverse stock split effectuated on June 6, 1995. In the event there is any
further change in the Common Stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend or otherwise,
EX-10.3-2
the number of Shares of Common Stock deliverable upon exercise thereafter of
this option shall be increased or decreased proportionately, as the case may
be, without a change in the aggregate option price."
5. The following is added to the Option Agreement as Section 9
thereof:
"9. If at any time prior to the date on which the Company has
completed a public offering of the Common Stock, the Employee proposes to
sell all or any portion of the Shares of Common Stock, the Employee must
first give the Company a notice (the "Notice") of the proposed disposition.
No Notice shall be valid unless the Employee shall have received, prior
thereto, an offer in writing from a bona fide purchaser stating the price,
terms and conditions of the proposed sale, a copy of which shall be attached
to the Notice. The Company shall have the irrevocable and exclusive option,
but not the obligation, to purchase all of the Shares of Common Stock at the
same price and on the same terms and conditions as those offered by the
prospective purchaser, except that if all or a portion of the consideration
is other than cash, the Company may pay, in lieu thereof, an amount equal to
the fair market value of such consideration. The Company must give written
notice, within 30 days of its receipt of the Notice, of its intention to
exercise its option and, upon giving such notice, the Company shall be
obligated to purchase the Shares of Common Stock at the price and on the
terms and conditions set forth in the Notice. If the Company has not given
notice of its intention to exercise its option within such 30 days, then the
Employee may dispose of the Shares of Common Stock, solely to the bona fide
purchaser, at the price and on the terms set forth in the Notice (or on other
terms no more favorable to the purchaser) during a period of 180 days from
the date of the Notice. It shall be a condition of any such disposition that
the transferee agree to the provisions of this Section 9 in connection with
EX-10.3-3
any subsequent transfers. If the transfer is not made to the bona fide
purchaser within such 180-day period, then no transfer may thereafter be made
without compliance with this Section 9. The transferee shall, as a condition
to the transfer, agree to the provisions of this Section 9 in connection with
any future sales. No transfer of Shares of Common Stock in violation of this
Section 9 shall be effective."
6. Except as amended hereby, the provisions of the Option
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT
as of the day and year first above written.
GREAT DANE HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
