EXHIBIT 12
AMENDMENT NO. 1 TO
NONSTATUTORY STOCK OPTION AGREEMENT
This Amendment No. 1 to the Nonstatutory Stock Option Agreement by and
between Xxxxx X. Xxxxxxxxxxxxx ("Optionee") and Pacific Scientific Company, a
California corporation (the "Company") is dated as of December 21, 1997.
R E C I T A L S
A. Pursuant to a Nonstatutory Stock Option Agreement dated
July 7, 1997 (the "Option Agreement"), Optionee was issued an option to
purchase 150,000 shares of the Company's Common Stock.
B. Section 2 of the Option Agreement contains a "change of control"
acceleration provision and the parties hereto wish to provide alternative
provisions concerning a change in control as provided for in this amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
agree to amend Section 2 of the Option Agreement by adding the following
at the end of that section.
If more beneficial to Employee and notwithstanding any other
provision of this Agreement, to the extent the option granted under
this Agreement is outstanding on the date of a Change of Control
(as determined under the 1997 Pacific Scientific Company Change in
Control Severance Plan as and if then in effect (the "Severance
Plan")) the option shall become fully vested and exercisable.
Employee's rights under the preceding sentence shall be subject to
the golden parachute limitations, and pooling of interests limitations of
Sections 4.4, 4.5 and 4.6 of the Severance Plan.
IN WITNESS WHEREOF, the parties hereto have caused this amendment
to be duly executed as of the date first above written.
OPTIONEE: COMPANY:
PACIFIC SCIENTIFIC COMPANY,
a California corporation
_______________________ By:________________________________
Xxxxx X. Xxxxxxxxxxxxx Name: Xxxxxx Xxxx
Title: Chairman and Chief Executive
Officer
