Amendment Number One to The Alpine Group, Inc. Stock Compensation Plan for Non-Employee Directors

Summary

This amendment updates The Alpine Group, Inc. Stock Compensation Plan for Non-Employee Directors. Effective July 1, 2004, it changes how the number of shares of restricted stock is calculated for non-employee directors who choose to receive their fees in stock, basing it on the fair market value at the time of grant. It also sets the stock option exercise price at 100% of the fair market value at the time the option is granted. The amendment is made by the company's Board of Directors under their authority to modify the plan.

EX-10.JJ 2 v07694_ex10jj.txt EXHIBIT 10(JJ) AMENDMENT NUMBER ONE TO THE ALPINE GROUP, INC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS WHEREAS, The Alpine Group, Inc. (the "Company") maintains The Alpine Group, Inc. Stock Compensation Plan for Non-Employee Directors (the "Plan"); WHEREAS, pursuant to Article XI of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan; and WHEREAS, the Company desires to amend the Plan, effective as of July 1, 2004. NOW, THEREFORE, pursuant to Article XI of the Plan, the Plan is hereby amended, effective as of July 1, 2004, as follows: 1. The first sentence of Section 6.1 of the Plan is amended in its entirety to read as follows: "As of each date of grant, as determined in accordance with Section 5.3 above, each Non-Employee Director shall receive that number of shares of Restricted Stock determined by dividing (a) the amount of Retainer Fees or Meeting Fees that the Non-Employee Director elected to receive in Restricted Stock by (b) 100% of the Fair Market Value of the Common Stock at the time of grant of the Restricted Stock." 2. Section 7.2(a) of the Plan is amended in its entirety to read as follows: "(a) STOCK OPTION PRICE. The purchase price per share of Common Stock deliverable upon the exercise of a Stock Option granted pursuant to Section 7.1 shall be 100% of the Fair Market Value of such Common Stock at the time of the grant of the Stock Option."