AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
NONQUALIFIED STOCK OPTION AGREEMENT
GRANTED TO: Xxxxxxx X. Xxx
EFFECTIVE DATE OF July 28, 1997
ORIGINAL GRANT:
GRANTED PURSUANT TO: NORTH ATLANTIC TRADING COMPANY 1997
SHARE INCENTIVE PLAN
DATE OF AMENDMENT: April 30, 1998
Amendment No. 1 (the "Amendment"), dated and effective April 30,
1998, to the Amended and Restated Nonqualified Stock Option Agreement (the
"Agreement"), made and entered into as of December 31, 1997, between North
Atlantic Trading Company, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxx. Capitalized terms used but not otherwise defined herein shall
have the meanings respectively assigned to them in the Agreement.
Effective as of the date hereof, this Amendment hereby amends the
Agreement as follows:
1. The "VESTING SCHEDULE" set forth for in the preamble of the Agreement
is amended in its entirety to read as follows:
VESTING SCHEDULE: One third commencing on July 28,
1997 and one third of the remaining
options on each of the first three
anniversaries thereafter
2. Paragraph 4 of the Agreement is amended in its entirety to read as
follows:
4. Subject to Paragraph 5 below, the Option shall become exercisable
according to the vesting schedule set forth below:
5,322 shares of Common Stock shall become exercisable and remain
exercisable on July 28, 1997
3,548 shares of Common Stock shall become exercisable and remain
exercisable on July 28, 1998
3,548 shares of Common Stock shall become exercisable and remain
exercisable on July 28, 1999
3,548 shares of Common Stock shall become exercisable and remain
exercisable on July 28, 2000
NYFS10...:\80\64980\0003\2475\FRM9037N.44B
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
NORTH ATLANTIC TRADING COMPANY, INC.
By /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxx, Xx.
President
ACCEPTED:
/s/ Xxxxxxx X. Xxx
-------------------------------
Signature of Employee
-------------------------------
Xxxxxxx X. Xxx
Name of Employee - Please Print
Date: April 30, 1998
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