EXHIBIT 10(A) AMENDMENT NO. 8 TO STOCK OPTION

EX-10.A 2 l89219aex10-a.txt EXHIBIT 10(A) AMENDMENT NO. 8 TO STOCK OPTION 1 Exhibit 10(a) AMENDMENT NO. 8 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN EFFECTIVE FEBRUARY 8, 2001 WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has established the Transmation, Inc. Amended and Restated 1993 Stock Option Plan, as heretofore amended (the "Plan"); and WHEREAS, deeming it appropriate and advisable so to do, and pursuant to Section 19 of the Plan, the Board of Directors of the Company has authorized, approved and adopted the further amendment to the Plan set forth herein; NOW, THEREFORE, the Plan is hereby amended, effective February 8, 2001, as follows: 1. Section 8(b)(vii) of the Plan is hereby renumbered to be Section 8(b)(viii) of the Plan (with the substance of said Section 8(b)(viii), as so renumbered, being unchanged and unaffected by this Amendment and continuing in full force and effect). 2. A new Section 8(b)(vii) is hereby added to Section "8. TERM OF OPTIONS; EXERCISABILITY." of the Plan, to provide in its entirety as follows (with the remainder of said Section 8 being unchanged and unaffected by the amendment set forth in this Paragraph 2 and continuing in full force and effect): "(vii) Each Option, if any, granted during the 2001 calendar year shall vest and become exercisable as follows: "(A) 25 percent of the Option shall first become exercisable on the date, if any, after the Grant Date on which Fair Market Value shall have equaled or exceeded $3.50 per share for any 20 of 30 consecutive trading days; "(B) an additional 25 percent of the Option shall first become exercisable on the date, if any, after January 1, 2002 on which Fair Market Value shall have equaled or exceeded $6.00 per share for any 20 of 30 consecutive trading days; "(C) an additional 25 percent of the Option shall first become exercisable on the date, if any, after January 1, 2003 on which Fair Market Value shall have equaled or exceeded $9.00 per share for any 20 of 30 consecutive trading days; and