Amendment to 1991 Non-Qualified Stock Option Plan for Non-Employee Directors

Summary

This amendment updates the 1991 Non-Qualified Stock Option Plan for Non-Employee Directors. It allows the Committee to authorize a 'net exercise' method, where option holders can forfeit a portion of their options to cover the exercise price and taxes. It also permits any combination of payment methods for exercising options, as previously outlined in the plan. The amendment aims to provide more flexibility in how non-employee directors can exercise their stock options.

EX-10.23.C 4 d62752_ex10-23c.txt NON-QUALIFIED STOCK OPTION PLAN Exhibit 10.23c Amendment to 1991 Non-Qualified Stock Option Plan for Non-Employee Directors, as amended The Plan is amended by replacing clause 5.3(b)(iii) with a new clause (iii) and adding a new clause (iv), as follows: (iii) If authorized by the Committee, by a "net exercise" via the forfeiture to the Company of a portion of the Option pertaining to shares with a fair market value equal to the exercise price of the portion of the Option being exercised plus the applicable tax withholding amount; (iv) Any combination of the consideration provided in the foregoing subsections (i) and (ii) (and, if authorized by the Committee, subsection (iii)); and