Sample Business Contracts

Stock Option Plan [Amendment] - Ultraseek Corp.

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The Ultraseek Corporation Stock Option Plan is hereby amended effective July 19,
2000 as follows (the "Plan"):

A. Article II "Definitions" is amended by adding the following definitions:

"Cause" means (i) any act of personal dishonesty taken by the Optionee in
connection with his responsibilities as an employee and intended to result in
substantial personal enrichment of the Optionee, (ii) the conviction of a
felony, (iii) a willful act by the Optionee that constitutes gross misconduct
and that is injurious to the Company, (iv) for a period of not less than thirty
(30) days following delivery to the Optionee of a written demand for performance
from the Company that describes the basis for the Company's belief that the
Optionee has not substantially performed his duties, continued violations by the
Optionee of the Optionee's obligations to the Company that are demonstrably
willful and deliberate on the Optionee's part or (v) as otherwise provided in an
Option Agreement.

"Change in Control" means the occurrence of any of the following:

        (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner"
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the total voting
power represented by the Company's then outstanding voting securities entitled
to vote generally in the election of directors;

        (ii) Any action or event occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" shall mean directors who either (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for election, to
the Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or nomination (but shall not include an
individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of directors to the Company);

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        (iii) The consummation of a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or the entity that controls such
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company, such surviving entity or
entity that controls such surviving entity outstanding immediately after such
merger or consolidation; or

        (iv) The consummation of the sale or disposition by the Company of all
or substantially all of the Company's assets.

B. Article VII "Termination of Service" is amended by deleting the previous
Section 7.3 and replacing it in its entirety as follows:

        7.3 Termination for Cause. Unless otherwise provided by the Board and
set forth in the Option Agreement, if the Optionee's employment shall be
terminated for Cause, the Optionee's right to exercise any unexercised portion
of an Option shall immediately terminate and all rights thereunder shall cease.

C. Article VII "Termination of Service" is amended by adding the following new
Sections 7.6 and 7.7:

        7.6 Change in Control. Notwithstanding the exercise or vesting periods
set forth in the Plan or the Option Agreement, exercise of an Option shall
always be subject to the following:

                             If the Company or any successor thereto terminates
                             the Optionee's employment without Cause within
                             twelve (12) months following a Change in Control,
                             the Optionee's Options, and restricted stock
                             acquired upon exercise of the Optionee's Options or
                             otherwise granted under the Plan shall become 100%
                             vested and exercisable; provided, however, that no
                             such acceleration shall occur in the event that it
                             would preclude accounting for any business
                             combination of the Company involving a Change in
                             Control as a "pooling of interests."

        7.7 Excise Tax.

                             Notwithstanding any other provisions of the Plan or
                             any Option Agreement, or other related agreement,
                             in the event that any payment or benefit received
                             or to be received by the Optionee (whether pursuant
                             to the terms of the Plan or other plan, arrangement
                             or agreement with the Company, any person whose
                             actions result in a Change in Control or any person
                             affiliated with the Company or such person) (all
                             such payments and benefits being hereinafter called
                             "Total Payments") would be subject (in whole or
                             part), to any excise tax imposed under Section 4999
                             of the Code (the "Excise Tax"), then, after taking
                             into account any reduction in the Total Payments
                             provided by reason of Section

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                             280G of the Code in such other plan, arrangement or
                             agreement, the payment or benefit received or to be
                             received by the Optionee (whether pursuant to the
                             terms of the Plan, any Option Agreement, or other
                             related agreement) shall be reduced, to the extent
                             necessary so that no portion of the Total Payments
                             is subject to the Excise Tax but only if (A) the
                             net amount of such Total Payments, as so reduced
                             (and after subtracting the net amount of federal,
                             state and local income taxes on such reduced Total
                             Payments) is greater than or equal to (B) the net
                             amount of such Total Payments without such
                             reduction (but after subtracting the net amount of
                             federal, state and local income taxes on such Total
                             Payments and the amount of Excise Tax to which the
                             Optionee would be subject in respect of such
                             unreduced Total Payments).

                             Unless the Company and the Optionee otherwise agree
                             in writing, any determination required under this
                             Section shall be made in writing by the Company's
                             independent public accountants (the "Accountants"),
                             whose determination shall be conclusive and binding
                             upon the Optionee and the Company for all purposes.
                             For purposes of making the calculations required by
                             this Section, the Accountants may make reasonable
                             assumptions and approximations concerning
                             applicable taxes and may rely on reasonable, good
                             faith interpretations concerning the application of
                             Sections 280G and 4999 of the Code. The Company and
                             the Optionee shall furnish to the Accountants such
                             information and documents as the Accountants may
                             reasonably request in order to make a determination
                             under this Section. The Company shall bear all
                             costs the Accountants may reasonably incur in
                             connection with any calculations contemplated by
                             this Section.