SWWT, INC.
FIRST AMENDMENT TO
DIRECTORS' STOCK OPTION AGREEMENT
This First Amendment to Directors' Stock Option Agreement, effective as
of January 24, 2000 (this "First Amendment"), by and among SWWT, Inc., a
Delaware corporation (the "Company"), and _____________ (the "Director").
WHEREAS, the Company granted to the Director non-qualified stock
options (the "Options") to purchase sixty thousand (60,000) shares of the Common
Stock of the Company pursuant to that certain Directors' Stock Option Agreement,
by and between the Company and the Director, dated as of February 5, 1998 (the
"Original Option Agreement"); and
WHEREAS, on January 24, 2000, the Company determined that it was in the
best interest of the Company to provide that the exercise period of the Options
would terminate on February 5, 2008, regardless of the Director's having earlier
ceased to be a director of the Company, and the Company and the Director agreed
to amend the terms of the Original Option Agreement to reflect this
determination; and
WHEREAS, each of the Company and the Director now desire to amend the
Original Option Agreement to codify such mutual agreement.
NOW THEREFORE BE IT, for good and valuable consideration, the receipt
of which is hereby acknowledge, the Company and the Director hereby agree as
follows:
1. Definition. Terms defined in the Original Option Agreement and not
otherwise defined herein are used herein as so defined.
2. Amendment to the Agreement.
2.1 Section 4(b) of the Original Option Agreement is hereby
deleted in its entirety, such that the Options shall terminate on
February 5, 2008 pursuant to Section 2 of the Original Option
Agreement, regardless of the Director's having earlier ceased to be a
director of the Company, and subject only to Section 4(c) thereof.
2.2 Section 4(c) of the Original Option Agreement is hereby
amended to apply in the event of the Director's death during the term
of the Original Option Agreement, regardless of the Director's having
earlier ceased to be a director of the Company.
3. Miscellaneous.
3.1 Except to the extent amended hereby, the terms and provisions
of the
Original Option Agreement shall remain in full force and effect.
3.2 This Amendment may be execute din any number of counterparts,
each of which together shall constituted one and the same agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed on January 28, 2002.
THE COMPANY:
SWWT, Inc.
a Delaware corporation
By:_______________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
DIRECTOR:
By:_______________________________________
Name:
