1
Exhibit 10.6.1
AMENDMENT TO STOCK OPTION GRANT
This Amendment (this "Amendment") is dated effective July 20, 1995 and
amends the Stock Option Grant from Rent-A-Wreck of America, Inc., a Delaware
corporation (the "Company"), to K.A.B., Inc., a Florida corporation (the
"Optionee") dated June 30, 1993 (the "Grant Letter").
The Company and the Optionee agree as follows:
1. Options to acquire 1,000,000 Shares at an exercise price of $1.00
per share (representing (i) 500,000 options exercisable pursuant to the terms of
the Grant Letter upon completion of the first fiscal year in which Company has
Profits of at least $250,000 or in which the Stock Price is at least $2.00; and
(ii) 500,000 options exercisable pursuant to the terms of the Grant Letter upon
completion of the first fiscal year in which the Company has Profits of at least
$500,000 or in which the Stock Price is at least $3.00, shall be exercisable
effective October 19, 1994.
2. Section 2 of the Grant Letter shall be deleted in its entirety.
3. Section 3 of the Grant Letter shall be deleted in its entirety and
replaced with the following:
3. Exercise Term. (a) All or any portion of these options, to
the extent they have not previously become
exercisable pursuant to Section 3(b), may be exercised in
full at any time after April 1, 1998 and on or prior to
June 30, 1998, at an exercise price of $1.15 per share.
Notwithstanding anything herein to the contrary, options
can become and remain exercisable pursuant to this Section
3(a) only if the Management Agreement between Optionee and
the Company is in full force and effect and Optionee is
providing management services in compliance therewith.
(b) Notwithstanding Section 3(a), but subject to Section 5
herein, the numbers of Shares indicated below may be
purchased at an exercise price of $1.15 at any time after
achievement of the respective alternative vesting events
set forth below and on or prior to June 30, 1998:
Number of Shares Alternative Vesting Event
500,000 Completion of the first fiscal year in
which the Company has Profits of at
least $750,000 or in which the
Stock price is at least $4.00.
750,000 Completion of the first year in
which the Company has profits of at
least $1,000,000 or in which the
Stock Price is at least $5.00.
2
More than one tranche of options may become
exercisable at the same time. For example, if profits
in the year ended March 31, 1996 are $1,200,000 or
the Stock Price during that year is $5.25, both
tranches (options for an aggregate of 1,250,000
shares) would become exercisable at an exercise price
of $1.15 per share.
"Profits" of the Company in any fiscal
period shall mean the Company's pretax operating
profit during such period as determined in accordance
with generally accepted accounting principles
("GAAP") based on the Company's books and records,
and excluding any profit or loss from financial
transactions and any charge for compensation expense
relating to these stock options.
"Stock Price" means the average closing high
bid price for the Company's Common Stock as reported
on NASDAQ (or, if applicable, the NASD Bulletin Board
or pink sheets) over any 30 consecutive calendar days
during the applicable fiscal year.
4. Section 5(c) of the Grant Letter shall be amended by deleting the
reference to "Section 3" and replacing it with a reference to "Section 3(b)."
5. Section 5 of the Grant Letter shall be amended by deleting the
reference to the Company's former California address and replacing it with the
following: 00000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxx 00000.
6. The Option Grant shall remain in full force and effect except to the
extent specifically mentioned herein. In cases of ambiguity between the Option
Grant and this Amendment, the provisions of this Amendment shall prevail.
Capitalized terms used but not defined in this Amendment shall have the meanings
assigned to them in the Option Grant.
RENT-A-WRECK OF AMERICA, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Vice-Chairman
K.A.B., INC.
By /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Xx.
President
