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Exhibit 10.33
AMENDMENT
TO
STOCK OPTION AGREEMENT
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This Amendment to Stock Option Agreement ("Amendment") dated as of the
16th day of December, 1996, to be effective as of the 26th day of July 1996,
between PRECISION RESPONSE CORPORATION, a Florida corporation (the "Company"),
and XXXXXX XXXXX, JR. (the "Optionee").
W I T N E S S E T H:
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WHEREAS, the Company and the Optionee are parties to a certain stock
option agreement dated as of July 26, 1996 (the "Stock Option Agreement"),
pursuant to which the Optionee was granted options to purchase up to 60,000
shares of the Company's common stock, par value $.01 per share;
WHEREAS, the Company and the Optionee mutually desire to amend the
Stock Option Agreement as hereinafter set forth.
NOW, THEREFORE, the Company and the Optionee, for good and valuable
considerations, the receipt and sufficiency of which is hereby acknowledged by
each of them, hereby mutually agree as follows:
1. All capitalized terms used in this Amendment, unless otherwise
defined herein, shall have the meaning ascribed to such terms in the Stock
Option Agreement.
2. Paragraph 2(b) of the Stock Option Agreement is hereby amended
and restated in its entirety to read as follows:
"(b) Vesting of Options
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Subject to such further limitations as are provided
for herein, the Options shall vest, if at all (and be exercisable once vested),
in the following amounts:
Year from Percentage of
Date of Grant Options Vested (%)
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One (1) year from Date of Grant 50%
Two (2) years from Date of Grant 100%
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In the event Optionee dies or becomes disabled prior to the vesting of
any of the Options, Optionee (or his estate, as the case may be) shall
nevertheless become vested in the Options at the times and as set forth in the
first paragraph of this subparagraph (b), and Optionee or his estate or
beneficiaries (in the case of death) may exercise such Options on or after
vesting as provided in the first paragraph of this subparagraph (b) from time
to time prior to the expiration of the term of the Options set forth in
subparagraph (c) below."
3. In addition to the limitations set forth in paragraph 2(c) of
the Stock Option Agreement, the period during which the Options may be
exercised is further subject in all cases to the vesting schedule set forth in
the first paragraph of subparagraph (b) of paragraph 2 of the Stock Option
Agreement as amended and restated in Section 2 of this Amendment.
4. Except as specifically modified and amended herein, the terms
and provisions of the Stock Option Agreement shall remain in full force and
effect.
5. This Amendment may be executed in one or more counterparts,
each of which shall constitute an original, but all of which taken together
shall be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered effective as of the date first above written.
PRECISION RESPONSE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
/s/ Xxxxxx Xxxxx, Jr.
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Xxxxxx Xxxxx, Jr.
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