Amendment to Stock Option Plan of SafeGuard Health Enterprises, Inc. (October 25, 2000)

Summary

SafeGuard Health Enterprises, Inc. amended its Stock Option Plan as approved by its stockholders and board on October 25, 2000. The amendment sets the maximum number of shares of common stock that may be issued under the plan to 3,000,000, with provisions for adjustments and rules for how shares are counted when options expire, are exercised, or are surrendered. The amendment was executed by company officers and is effective as of the approval date.

EX-10.5 2 doc2.txt AMENDMENT TO STOCK OPTION PLAN SAFEGUARD HEALTH ENTERPRISES, INC. (As amended through October 25, 2000) SafeGuard Health Enterprise, Inc., (the "Company") a corporation organized and existing under the laws of the state of Delaware, herby adopts this amendment to the Company's Stock Option Plan, (the "Plan") as stated below. The stockholders of the Company approved the following amendment to the Plan at a Special Meeting of Stockholders held on October 25, 2000. Article II, Section 2.1 - Shares Subject to the Plan, is hereby amended as follows: Section 2.1 - Shares Subject to the Plan - ------------ ------------------------------ The shares of stock subject to Options shall be shares of the Company's authorized common stock ("Common Stock"). The aggregate number of such shares, which may be issued over the term of the Plan, shall not exceed 3,000,000. The total number of shares issuable from time to time under the Plan shall be subject to periodic adjustment in accordance with the provisions of Section 2.3 below. Should an Option expire or terminate for any reason prior to exercise or surrender in full, the shares subject to the portion of the Option not so exercised or surrendered shall be available for subsequent Option grants under the Plan. Shares subject to any Option or portion thereof surrendered in accordance with Section 7.10 of the Plan and all share issuances under the Plan, whether or not such shares are subsequently repurchased by the Company pursuant to its repurchase rights under the Plan, shall reduce on a share-for-share basis the number of shares of Common Stock available for subsequent Option grants under this Plan. In addition, should the option price of an outstanding Option under the Plan be paid with shares of Common Stock, then the number of shares of Common Stock subsequently available for issuance under the Plan shall be reduced by the gross number of shares for which the Option is exercised, and not by the net number of shares of Common Stock actually issued to the Optionee. We hereby certify theta the above amendment to the Plan was duly adopted by the Stockholders of the Company and by the Board of Directors of the Company as of October 25, 2000. Executed at Aliso Viejo, California on the 25th day of October 2000. /s/ James E. Buncher /s/ Ronald I. Brendzel - ----------------------- ----------------------- JAMES E. BUNCHER RONALD I. BRENDZEL President and Chief Executive Officer Senior Vice President and Secretary Exhibit 10.5 -1-