EXHIBIT 99.2
PREDICTIVE SYSTEMS, INC.
AMENDMENT TO NOTICE OF GRANT
This Amendment (this "Amendment") is made this 18th day of October, 2002,
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by and between Xxxxxx Xxxxxxxxx (the Optionee") and Predictive Systems, Inc.
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(the "Company").
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WHEREAS, the Company granted the Optionee an option (the "Option"), on June
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15, 2001, to purchase 500,000 shares of common stock of the Company, at a price
of $3.73 per share, granted under the Company's 1999 Stock Incentive Plan, as
amended (the "Plan"); and
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WHEREAS, the Optionee and the Company desire to amend the Notice of Grant
of Stock Option for the Option (the "Notice of Grant") to provide Optionee the
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benefits he would have been entitled to had he been able to participate fully in
the Company's stock option exchange program;
NOW, THEREFORE, the Optionee and the Company agree that the Notice of Grant
shall be amended to provide as follows:
1. EXERCISE SCHEDULE.
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The "Exercise Schedule" set forth in the Notice of Xxxxx is hereby amended
to read as follows:
"The Option shall be immediately exercisable with respect to 6/48th's
of the Option Shares and the balance of the Option Shares shall become
exercisable in a series of forty-two (42) equal, successive monthly installments
upon Optionees's completion of each month of Service over the forty-two (42)
month period measured form October 18, 2002. In no event shall the option
become exercisable for any additional Option Shares after Optionee's cessation
of Service.
2. EXERCISE PRICE.
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The "Exercise Price" set forth in the Notice of Xxxxx is hereby amended to
read as follows:
"Exercise Price: $0.22 per share"
3. NOTICE OF GRANT.
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To the extent not expressly amended hereby, the Notice of Grant remains in
full force and effect.
4. ENTIRE AGREEMENT.
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This Amendment, taken together with the Notice of Grant (to the extent not
amended hereby) and the Plan, represents the entire agreement of the parties
with respect to the subject matter hereto and shall supersede any and all
previous contracts, arrangements, amendments or understandings between the
parties with respect to the Option.
IN WITNESS WHEREOF, this Amendment has been entered into as of the date first
set forth above.
PREDICTIVE SYSTEMS, INC. OPTIONEE
By: /s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxx Name: Xxxxxx Xxxxxxxxx
Title: Chairman of the
Compensation Committee
