EXHIBIT 10.28
AMENDMENT TO
INCENTIVE STOCK OPTION AGREEMENT
AS UNANIMOUSLY APPROVED BY THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
DECEMBER 21, 1998
--------------------------------------------------------------------------
On December 21, 1998 the Compensation Committee of the Board of Directors of
Southern Mineral Corporation (the "COMPANY") elected to reprice the options
issued under the Incentive Stock Option Agreement to all employees, save and
except for Xxxxxx X. Xxxxx, as of December 21, 1998.
The Agreement is amended, as follows:
EXERCISE PRICE. The exercise price of this Incentive Option is $1.00 per
share of Common Stock acquired on exercise, which price is not less than
100% (or, if the Optionee, at the date of the grant of this Incentive
Option, owns more than 10% of the total combined voting power of all the
Company's outstanding voting securities, 110%) of the Fair Market Value,
as determined in accordance with the Plan, of a share of Common Stock on
the date of grant of this Incentive Option.
The effective date of this Amendment is December 21, 1998. This Amendment shall
supersede and replace Section 2 of all prior agreements and understandings, oral
or written, between the Company and the Optionee regarding the exercise price of
the Incentive Option covered hereby. In all other respects, the applicable terms
and provisions of the Plan shall govern and prevail.
