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EXHIBIT 10.36
AMENDMENT TO STOCK OPTION AGREEMENT
This Amendment is made this ____ day of September, 1996 by and between Lason,
Inc. (f/k/a Lason Holdings, Inc.), a Delaware corporation (the "Company") and
Xxxxxx Xxxxxxx (the "Optionee").
WHEREAS, the Company and Optionee entered into that certain Stock Option
Agreement dated August 7, 1995(the "Agreement"); and
WHEREAS, the Company has determined that it would be to the advantage and in
the best interest of the Company and its Shareholders to modify such Agreement
in recognition of Optionee's service as a Director of the Company.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree to amend the Agreement as follows:
1. Acceleration of Exercisability. Section 2.3 of the Agreement is
hereby amended and restated in its entirely as follows:
The exercisability of the Option shall be accelerated as set forth
below upon the occurrence of the following events:
A) Upon termination of Optionee's service as a Director of the
Company as a result of death, incapacity or upon the expiration of his
currect term as a Director in 1999, this Option shall become
exercisable as to all of the shares covered hereby;
B) In the event of the merger or consolidation of the Company
into another corporation, or the exchange of all or substantially all
of the assets of the Company for the securities of another
corporation, or the acquisition by another corporation of eighty (80%)
percent or more of the Company's then outstanding voting stock or the
liquidation or dissolution of the Company, this Option shall become
exercisable as to all the shares covered hereby during the ten (10)
days immediately preceding the effective date of such event.
2. Existing Agreement. Except as modified by this Amendment, the terms
and conditions of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
upon the day and year first above written.
OPTIONEE: COMPANY:
Lason, Inc., a Delaware corporation
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxx Xxxxxxx Xxxx X. Xxxxxx
Its: Chief Executive Officer
