LAM RESEARCH CORPORATION FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
Exhibit (a)(1)(V)
XXX RESEARCH CORPORATION
FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
This Amendment made by Xxx Research Corporation (the “Company”), shall be effective on the date it
is executed by a duly authorized officer of the Company.
WHEREAS, the Company previously granted to [name] (the “Optionee”) the options identified on
attached Schedule I (the “Options”) to purchase shares of the Company’s common stock under the
Company’s Amended and restated 1999 Stock Option Plan (the “Plan”);
WHEREAS, the Company issued to the Optionee a written Option Agreement (each, an “Option
Agreement”) evidencing such Options; and
WHEREAS, Optionee has elected to amend each of the Options to increase the exercise price
thereof, pursuant to the terms of the Offer to Amend Certain Outstanding Options, dated April 3,
2008, and the Optionee’s duly completed and submitted election form.
NOW THEREFORE, it is hereby agreed as follows:
1. Increased Exercise Price. The exercise price per share set forth in the
Option Agreement for each of the Options listed on Schedule I is hereby increased to the higher
exercise price per share set forth for that Option on Schedule I.
2. Entire Agreement. This Amendment, together with the Promise to Make Cash
Payment, the Option Agreement and the applicable Plan under which each Option is outstanding,
represents the entire agreement of the parties with respect to the Options and supersedes any and
all previous contracts, arrangements or understandings between the parties with respect to such
Options. The Option Agreement, as amended by this Amendment, may be amended at any time only by
means of a writing signed by the Optionee and an authorized officer of the Company.
3. Continuation of Option Agreements. Except for the foregoing increases to
the exercise prices per share for the Options, no other terms or provisions of the Option
Agreements for such Options or the Plan have been modified as a result of this Amendment, and those
terms and provisions shall continue in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed on behalf of Xxx Research Corporation by a
duly authorized officer as of May 2, 2008.
XXX RESEARCH CORPORATION |
||||
By: | ||||
Name: | ||||
Title: |