Amendment No. 2 to CyberGuard Corporation 1998 Employee Stock Option Plan

Summary

CyberGuard Corporation's Board of Directors has amended its 1998 Employee Stock Option Plan. Effective February 11, 2000, all stock options granted under the plan—except those issued as part of the September 4, 1998 options exchange program—will become immediately exercisable if there is a change of control of the company. This amendment aims to protect employees' rights to exercise their options in the event of significant corporate changes.

EX-10.28 4 g64353ex10-28.txt AMENDMENT NO. 2 TO EMPLOYEE STOCK OPTION PLAN 1 EXHIBIT 10.28 AMENDMENT NO. 2 TO EMPLOYEE STOCK OPTION PLAN WHEREAS, the Board of Directors of CyberGuard Corporation ("Corporation") is responsible for administering, interpreting, and amending the Corporation's 1998 Employee Stock Option Plan that was initially adopted and approved on September 4, 1998 ("Plan"); and WHEREAS, the Board of Directors has determined that it would be in the best interests of the Corporation to amend the Plan to provide for acceleration of exercisability of all Options, other than the Options issued by the Corporation as part of the options exchange program on September 4, 1998, in the event of "Change of Control" (as defined in the Plan); NOW THEREFORE, pursuant to Section 11 of the Plan, the Board of Directors of the Corporation has approved the following amendment ("Amendment") to the terms of the Plan, and such Amendment shall become effective February 11, 2000: 1. Section 5.1 of the Plan, STOCK OPTION-GRANTS, is hereby amended by adding the following sentence at the end of Section 5.1: "Except for the Options issued by the Corporation under this Plan as part of the options exchange program on September 4, 1998, all Options issued under this Plan shall become immediately exercisable upon occurrence of a Change of Control."