AMENDMENT AGREEMENT
Exhibit (a)(1)(H)
This Amendment Agreement (the “Agreement”) is effective as of ___, 2007 and is
between Xxxxxxxxx Research, Inc., a Delaware Corporation (the “Company”), and
___ (“Optionee”).
RECITALS
1. The Company previously granted to Optionee the options identified on the attached
Schedule I (the “Options”) to purchase shares of the Company’s common stock under
either the Amended and Restated Xxxxxxxxx Research, Inc. 1996 Equity Incentive Plan (the “1996
Plan”) or the Xxxxxxxxx Research, Inc. 2006 Equity Incentive Plan (the “2006 Plan”)
(the 1996 Plan, together with the 2006 Plan, referred to herein as the “Plans”).
2. In order to avoid adverse tax consequences under Section 409A of the Internal Revenue
Code, Optionee desires to amend each of the Options to increase the exercise price per share as
indicated on Schedule I.
3. In exchange for the Optionee’s agreement to amend the Options, the Company is willing to
pay Optionee a special cash bonus as indicated on Schedule I.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements contained
herein, the parties hereby agree as follows:
1. Increased Exercise Price. The exercise price per share for each of the Options listed on
Schedule I is hereby increased to the new exercise price per share set forth for that Option on
Schedule I.
2. Cash Bonus. Optionee is hereby entitled to receive a special cash bonus from the Company
(the “Cash Bonus”) in the gross dollar amount indicated as his or her Total Cash Bonus on
Schedule I. Payment will be made, less applicable withholding taxes, on the Company’s first
regularly-scheduled payroll date after January 1, 2008, which is scheduled to be January 15, 2008.
Optionee need not remain employed with the Company to receive the Cash Bonus.
3. Entire Agreement. This Agreement, together with each such Option’s applicable Plan and
option agreement or certificate (to the extent not expressly amended hereby), represents the entire
agreement of the parties with respect to the Options and the Cash Bonus. This Agreement may be
amended at any time only by means of a writing signed by Optionee and an authorized officer of the
Company.
4. Other Terms and Conditions Unmodified. Except as specifically modified by this Agreement,
all terms and conditions of the Options remain as set forth under each such Option’s applicable
Plan and option agreement or certificate, which terms and conditions are incorporated herein by
reference.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of Xxxxxxxxx Research, Inc. by
a duly-authorized officer on the date first above written.
| XXXXXXXXX RESEARCH, INC. | ||||
| Title: |
SCHEDULE I
AMENDED OPTIONS AND CASH BONUS
| Number | New Exercise | |||||||||||||
| of Shares | Exercise Price | Price Per | ||||||||||||
| Subject to | Per Share | Share | ||||||||||||
| Amended | Prior to | Following | ||||||||||||
| Grant Date | Option | Amendment | Amendment | Cash Bonus | ||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
Total Cash Bonus: $
