Exhibit 10.22
XXXXXXXX CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENTS
FIRST AMENDMENT
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WHEREAS, Xxxxxxxx Corporation, a Missouri corporation (the "Company")
and Xxx X. Xxxxxx (the "Optionee"), entered into three separate Non-Qualified
Stock Option Agreements: (i) the first, dated the 2nd day of January 1998,
pursuant to which the Company granted Optionee the option to purchase up to
100,000 shares of the Company's common stock (the "1998 Option Agreement"), (ii)
the second, dated the 30th day of March 1999, pursuant to which the Company
granted Optionee the option to purchase up to 25,000 shares of the Company's
common stock (the "1999 Option Agreement"), and (iii) the third, dated the 23rd
day of May 2000, pursuant to which the Company granted Optionee the option to
purchase up to 30,000 shares of the Company's common stock (the "2000 Option
Agreement"); and
WHEREAS, the Company and Optionee have subsequently entered into that
certain Employment Agreement, dated as of the 5th day of February, 2003 (the
"Employment Agreement"), and have agreed therein, among other things, to extend
the expiration date of the stock option granted by the 1998 Option Agreement
from January 2, 2005, to January 31, 2006, and to extend the termination dates
of the stock options granted by the 1998 Option Agreement, the 1999 Option
Agreement and the 2000 Option Agreement to January 31, 2006, and to vest all
such unvested stock options, upon the occurrence of certain events set forth in
this Amendment.
NOW, THEREFORE, the Company and the Optionee agree as follows:
A. With respect to the 1998 Option Agreement, the expiration date of
the stock option granted thereunder is hereby extended from January 2, 2005, to
January 31, 2006.
B. With respect to the 1998 Option Agreement, the 1999 Option Agreement
and the 2000 Option Agreement, the Company and Optionee agree that in the event
that (i) Optionee completes the full Term of the Employment Agreement, (ii)
Optionee's Employment Period terminates prior to the completion of the Term of
the Employment Agreement pursuant to the Optionee's death or Disability; or
(iii) Optionee's Employment Period is terminated prior to the completion of the
Term of the Employment Agreement by Xxxxxxxx for any reason other than Cause,
all unvested stock options granted thereunder as of the date of the first of the
above events to occur shall immediately vest and all stock options granted
thereunder and held by Optionee on such date shall remain exercisable through
January 31, 2006. The terms "Term," "Employment Period," "Disability," and
"Cause" as used in this paragraph B shall have the meanings set forth in the
Employment Agreement.
C. The Company and Optionee agree that all other terms and conditions
of the 1998 Option Agreement, the 1999 Option Agreement and the 2000 Option
Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment in
duplicate as of this 5th date of February, 2003.
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XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Vice President, General Counsel & Secretary
Xxx X. Xxxxxx
/s/ Xxx X. Xxxxxx
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