Amendment to Apache Medical Systems, Inc. Non-Employee Director Stock Option Plan

Summary

This amendment, approved by the Board of Directors of Aros Corporation (formerly Apache Medical Systems, Inc.), updates the Non-Employee Director Stock Option Plan. It increases the total number of shares available for issuance under the plan to 1,070,000 and reflects the company's name change. The amendment also clarifies how shares may be reused or added back to the plan if options expire, are forfeited, or are used to pay taxes or exercise prices. The amendment is effective as of June 21, 2002.

EX-4.2 4 w63662exv4w2.txt AMENDMENT TO NON-EMPLOYEE STOCK OPTION PLAN EXHIBIT 4.2 AMENDMENT TO APACHE MEDICAL SYSTEMS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN WHEREAS, The Board of Directors has determined that it is advisable and in the best interests of Aros Corporation (the "Corporation") to amend the Apache Medical Systems, Inc. Non-Employee Director Stock Option Plan (the "Director Stock Option Plan") to increase the number of shares available for issuance thereunder and to reflect the name change of the Corporation to Aros Corporation, the title is hereby so amended and Section 4 of the Director Stock Option Plan is hereby amended and restated in its entirety as follows effective June 21, 2002: SECTION 4 COMMON STOCK SUBJECT TO PLAN. The aggregate shares of Common Stock that may be issued under the Plan shall not exceed 1,070,000, as adjusted in accordance with the provisions of Section 8. In the event of a lapse, expiration, termination, forfeiture or cancellation of any Option granted under the Plan without the issuance of shares, the Common Stock subject to or reserved for such Option may be used again for new grants of Options hereunder; provided that in no event may the number of shares of Common Stock issued hereunder exceed the total number of shares reserved for issuance. Any shares of Common Stock withheld or surrendered to pay withholding taxes pursuant to Section 11(e) or withheld or surrendered in full or partial payment of the exercise price of an Option pursuant to Section 6(e) shall be added to the aggregate shares of Common Stock available for issuance. Acknowledged and Approved: /s/ Gerald E. Bisbee - ----------------------- Gerald E. Bisbee