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EXHIBIT 10.8
AMENDMENT TO THE UROCOR, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
THIS AGREEMENT, by UroCor, Inc. (the "Company"),
WITNESSETH
WHEREAS, the Company maintains the UroCor, Inc. 1997 Employee Stock
Purchase Plan (the "Plan");
WHEREAS, the Company has reserved the right to amend the Plan from time
to time; and
WHEREAS, the Company desires to amend the Plan in connection with the
instrument entitled "Agreement and Plan of Merger among Dianon Systems, Inc.,
UroCor Acquisition Corp. and UroCor, Inc.";
NOW THEREFORE, the Company hereby agrees to amend the Plan, to provide
as follows:
1. Section 4.4 of the Plan is hereby amended and restated to provide as
follows:
4.4 RIGHT TO DECREASE OR STOP PAYROLL DEDUCTIONS. A
Participant shall have the right, at any time, to reduce, but not
below one percent, or discontinue payroll deductions by filing an
amended payroll deduction form with the Company.
2. A new Section 6.4 is hereby added to the Plan to provide as follows:
6.4 EXPIRATION OF OFFERING PERIOD. Notwithstanding any other
provision of the Plan to the contrary, as of the "Effective Time"
defined in the instrument entitled "Agreement and Plan of Merger
among Dianon Systems, Inc., UroCor Acquisition Corp. and UroCor,
Inc." (the "Effective Time"), the Offering Period during which
the Effective Time occurs shall expire. No shares of Stock may be
purchased in accordance with the provisions of the Plan with
respect to the expired Offering Period. The Company shall, at the
Effective Time, pay to each Participant an amount in cash equal
to the aggregate amount of the funds accumulated by such
Participant through payroll deductions made during the expired
Offering Period through the Effective Time.
3. Section 8.1 of the Plan is hereby amended and restated to provide as
follows:
8.1 TERMINATION. The Company may, by action of the Board of
Directors, terminate the Plan at any time and for any reason. The
Plan shall automatically terminate upon the purchase by
Participants of all shares of Stock committed to the Plan, unless
the number of Shares committed to the Plan are increased by the
Board of Directors and approved by the shareholders of the
Company. In addition, the Plan shall automatically terminate as
of the Effective Time. Upon termination of the Plan, as soon as
administratively feasible there shall be refunded to each
Participant the remaining funds in his payroll deduction account,
and there shall be forwarded to the Participants certificates for
all shares of Stock held under the Plan for the account of
Participants.
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4. Section 8.2 of the Plan is hereby amended and restated to provide as
follows:
8.2 AMENDMENT. The Board of Directors reserves the right to
modify, alter or amend the Plan at any time and from time to time
to any extent that it deems advisable, including, without
limiting the generality of the foregoing, any amendment deemed
necessary to ensure compliance of the Plan with section 423 of
the Code. The Board of Directors may suspend operation of the
Plan for any period as it may deem advisable. Any amendment
changing the aggregate number of Shares to be committed to the
Plan or the class of Employees eligible to receive Options under
the Plan must have stockholder approval as set forth in Section
1.4.
Dated: June 27, 2001
