First Amendment to 1997 Stock Option Plan by Aviation Group, Inc.

Summary

Aviation Group, Inc. has amended its 1997 Stock Option Plan to increase the maximum number of shares available for stock options from 150,000 to 7,000,000. This amendment was adopted by the Board of Directors on May 3, 2000, in connection with the company's acquisition of travelbyus.com Ltd. The amendment is effective immediately but requires approval by a majority of shareholders before any new options exceeding the original 150,000-share limit can be exercised. If shareholder approval is not obtained within one year, such options will be void.

EX-10.2 5 0005.txt FIRST AMENDMENT TO 1997 STOCK OPTION PLAN EXHIBIT 10.2 AVIATION GROUP, INC. FIRST AMENDMENT TO 1997 STOCK OPTION PLAN THIS FIRST AMENDMENT TO 1997 STOCK OPTION PLAN (the "Amendment") is executed and delivered as of the 3rd day of May, 2000 by Aviation Group, Inc. a Texas corporation (the "Company"). R E C I T A L S: - - - - - - - - A. The Company previously has adopted the 1997 Stock Option Plan (the "Plan") which has been approved and adopted by the shareholders of the Company. B. In connection with the acquisition by the Company of travelbyus.com Ltd., the Board of Directors of the Company has adopted this Amendment to the Plan at a duly called meeting held on May 3, 2000 for the purpose of increasing the maximum number of shares available for stock options under the plan from 150,000 to 7,000,000. C. The Board of Directors of the Company has recommended that this Amendment be submitted to the shareholders of the Company for their approval and adoption. A G R E E M E N T S: - - - - - - - - - - NOW, THEREFORE, the Plan is hereby amended as follows: 1. Increase in Number of Authorized Shares. Section 3 of the Plan is hereby amended by amending the first sentence to read as follows: "Subject to adjustment as provided in Section 6(k) hereof, the aggregate number of shares of Common Stock that may be optioned under the plan is 7,000,000." 2. Effective Date. The Amendment shall be effective as of the date hereof, the date of its adoption by the Board of Directors of the Company ("Effective Date"), although it is subject to shareholder approval as provided in Section 3. 3. Shareholder Approval. All Options granted under the Plan as amended by this Amendment after the total number of shares purchased or purchasable under Options granted under the Plan exceed 150,000 shares of Common Stock are subject to, and may not be exercised before, and will be rescinded and become void in the absence of, the approval of this Amendment by a majority of the shareholders voting thereon at a meeting of shareholders, at which a quorum is present, held prior to the first anniversary date of the Effective Date. 4. Defined Terms: Effect Upon Plan. All initially capitalized terms used without definition herein shall have the meanings set forth therefor in the Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this First Amendment to 1997 Stock Option Plan is executed and delivered as of the date first above written. AVIATION GROUP, INC. By: /s/ RICHARD L. MORGAN --------------------------------- Name: Richard L. Morgan Title: Executive Vice President