EXHIBIT 99.4
PREDICTIVE SYSTEMS, INC.
AMENDMENT TO NOTICE OF GRANT
This Amendment (this "Amendment") is made this 18th day of October, 2002,
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by and between Xxxxxx Xxxxxxxxx (the Optionee") and Predictive Systems, Inc.
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(the "Company").
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WHEREAS, the Company granted the Optionee an option (the "Option"), on June
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15, 2001, to purchase 1,100,000 shares of common stock of the Company, at a
price of $3.73 per share; and
WHEREAS, the Optionee and the Company desire to amend the Stand-Alone
Notice of Stock Option Grant for the Option (the "Notice of Grant") to provide
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Optionee the benefits he would have been entitled to had he been able to
participate fully in the Company's stock option exchange program;
NOW, THEREFORE, the Optionee and the Company agree that the Notice of Grant
shall be amended to provide as follows:
1. VESTING SCHEDULE.
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The "Vesting Schedule" set forth in the Notice of Grant is hereby amended
to read as follows:
"Except as otherwise provided under the Stock Option Agreement, the
Option shall be immediately exercisable with respect to 6/48th's of the Option
Shares and the balance of the Option Shares shall become exercisable in a series
of forty-two (42) equal, successive monthly installments upon Optionees's
completion of each month of Service over the forty-two (42) month period
measured form October 18, 2002. In no event shall the option become exercisable
for any additional Option Shares after Optionee's cessation of Service.
2. EXERCISE PRICE PER SHARE.
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The "Exercise Price Per Share" set forth in the Notice of Grant is hereby
amended to read as follows:
"Exercise Price: $0.22 per share"
3. NOTICE OF GRANT.
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To the extent not expressly amended hereby, the Notice of Grant remains in
full force and effect.
4. ENTIRE AGREEMENT.
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This Amendment, taken together with the Notice of Grant (to the extent not
amended hereby), represents the entire agreement of the parties with respect to
the subject matter hereto and shall supersede any and all previous contracts,
arrangements, amendments or understandings between the parties with respect to
the Option.
IN WITNESS WHEREOF, this Amendment has been entered into as of the date first
set forth above.
PREDICTIVE SYSTEMS, INC. OPTIONEE
By: /s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxx Name: Xxxxxx Xxxxxxxxx
Title: Chairman of the
Compensation Committee
