Amendment No. 5 to Ultrak, Inc. 1988 Non-Qualified Stock Option Plan

Summary

This amendment updates the Ultrak, Inc. 1988 Non-Qualified Stock Option Plan to increase the number of shares available for option grants from 1,200,000 to 1,700,000. The plan allows the company to grant stock options to eligible participants, and shares that are no longer subject to options can be reissued under the plan. The amendment was adopted by the Board of Directors on January 24, 2000. The key parties are Ultrak, Inc. and its Board of Directors.

EX-10.27 2 d81884ex10-27.txt AMEND. NO.5 TO 1998 NON-QUALIFIED STOCK OPTION 1 EXHIBIT 10.27 AMENDMENT NO. 5 TO ULTRAK, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN This Amendment No. 5 amends the Ultrak, Inc. 1988 Non-Qualified Stock Option Plan adopted by the Board of Directors (the "Board") of Ultrak, Inc., a Delaware corporation (the "Company"), on April 15, 1988, as amended affective November 1, 1991, December 28, 1993 and September 27, 1996 and March 30, 1999 (the "Plan"). WITNESSETH WHEREAS, the Plan provided that the Company may grant options to purchase up to an aggregate of 5,000,000 shares of the Company's Common Stock, no par value ("Common Stock"), pursuant to the Plan; and WHEREAS, Section 4(f) of the Plan provides that the number of shares of Common Stock for which options may be granted to persons participating under the Plan shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from the subdivision or consolidation of shares of Common Stock; and WHEREAS, on December 17, 1993 the stockholders of the Company approved, effective December 28, 1993, a one for six reverse stock split in the form of a reclassification of the Company's Common Stock and, as a result, the authorized number of shares of Common Stock under the Plan was revised from 5,000,000 to 833,334; and WHEREAS, pursuant to Section 7 of the Plan, on September 27, 1996, the Board approved an increase in the number of authorized shares of Common Stock under the Plan from 833,334 to 1,000,000; WHEREAS, pursuant to Section 7 of the Plan, on March 30, 1999, the Board approved an increase in the number of authorized shares of Common Stock under the Plan from 1,000,000 to 1,200,000. NOW, THEREFORE, in consideration of the foregoing, effective January 24, 2000, Section 2 of the Plan is amended to read in its entirely as follows: "2. Stock Subject to Option. Subject to adjustment as provided in Sections 4(h) and 4(j) hereof, Options may be granted by the Company from time to time to purchase up to an aggregate of 1,700,000 shares of the Company's authorized but unissued Common Stock, provided that the number of reasonable in relation to the purpose of the Program. Shares that by reason of the expiration of an Option or otherwise are no longer subject to purchase pursuant to an Option granted under the Program may be re-Optioned under the Program. The Company shall not be required, upon the exercise of any such exemption, registration or other qualification of such shares under state or Federal law, rule or regulation as the Company shall determine to be necessary or desirable. This Amendment No. 5 to the Plan was adopted by the Board as of January 24, 2000. /s/ George J. Broady ------------------------------------- George K. Broady Chairman of the Board and Chief Executive Officer. /s/ Mark L. Weintrub ------------------------------------- Mark L. Weintrub General Counsel and Secretary