EXHIBIT 10.9 (b)
February 21, 2003
Xx. Xxxxxxx Xxxxx
President and CEO
INTERNATIONAL REMOTE
IMAGING SYSTEMS, INC.
0000 Xxxx Xxx.
Xxxxxxxxxx, Xxxxxxxxxx 00000
Re: Modification of Employment Agreement -- Stock Option Grant
Dear Xxxxxxx:
As you know, International Remote Imaging Systems, Inc. (the "Company")
committed to grant you a 5-year "incentive" stock option to purchase 250,000
shares of common stock under the terms of your employment agreement dated
November 20, 2002. Unfortunately, the Company is unable to honor that commitment
due to a shortage of shares in the Company's stock option plans and tax rules
restricting "incentive" stock options to shares granted from a
shareholder-approved plan.
Therefore, in lieu of the original stock option commitment, the
Compensation Committee has authorized the Company to grant you the following
stock options:
- a fully-vested, 5-year incentive stock option from the Company's plans
to purchase 50,000 shares of common stock; and
- a 5-year, non-qualified stock option from outside of the Company's plans
(sometimes referred to as an "inducement" grant) to purchase 270,000 shares of
common stock vesting in three equal annual installments on the first, second and
third anniversaries of your start date (January 6, 2003).
These stock options will have an exercise price equal to $2.50, the
closing price of common stock on the American Stock Exchange on November 20,
2002, the date we reached agreement in principal on the terms of your
employment.
I understand from our conversations that you will accept the foregoing in
full satisfaction of the Company's original commitment to you regarding stock
options.
If this letter accurately reflects the terms our understanding regarding
your stock options, please sign and return the enclosed copy of this letter.
Except as modified by this letter, the terms of your original employment
agreement will remain in full force and effect.
Sincerely,
Xx. Xxxx X. X'Xxxxxx
Chairman of the Board
ACCEPTED AND AGREED:
-----------------------------
Xx. Xxxxxxx Xxxxx
cc: IRIS Board of Directors
