Amendment No. 2 to 1993 Director Stock Option Plan

Summary

This amendment updates the 1993 Director Stock Option Plan, specifying that subsequent stock options granted to outside directors will have a ten-year term, an exercise price equal to the fair market value on the grant date, and a vesting schedule where 25% vests after one year and the remainder vests quarterly over the following years, provided the director remains in service. The amendment is effective as of November 4, 1996, and applies to options already outstanding on that date.

EX-10.9(A) 7 f72069ex10-9a.txt EXHIBIT 10.9(A) 1 EXHIBIT 10.9(a) 1993 DIRECTOR STOCK OPTION PLAN AMENDMENT NO. 2 I. Section 4(a)(vii) of the 1993 Director Stock Option Plan (the "Director Plan") is hereby amended as follows: (vii) The terms of a Subsequent Option granted hereunder shall be as follows: (A) the term of the Subsequent Option shall be ten (10) years. (B) the Subsequent Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Section 8 hereof. (C) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Subsequent Option. (D) The Subsequent Option shall vest and become exercisable as to 25% of the Shares subject to the Subsequent Option on the first anniversary of the date of grant of the Subsequent Option and shall vest and become exercisable as to 6.25% of the Shares subject to the Subsequent Option at the end of each three month period thereafter, if on such dates Optionee has remained in Continuous Status as a Director. II. The foregoing amendment shall be effective as of November 4, 1996, including as to Subsequent Options that are outstanding as of such date.