EXHIBIT 10.2
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AMENDMENT TO THE CADIZ INC.
1996 STOCK OPTION PLAN
The Cadiz Inc. 1996 Stock Option Plan is hereby amended as
follows:
1. Section 5.1.10 shall be amended by adding the
following at the end of Section 5.1.10:
"Notwithstanding the foregoing, the Participant,
upon written notice to the Committee, may elect
irrevocably, prior to exercise thereof, to
voluntarily disqualify any ISO held by the
Participant and to treat such Option for all
purposes as a NQSQ. The Company hereby consents
to any such valid disqualification of an ISO by a
Participant and agrees to characterize such Option
as a NQSQ after receipt of a valid
disqualification election."
2. Section 6.1 shall be amended by adding the
following at the end of Section 6.1:
"Notwithstanding the foregoing, if the payment for
Shares purchased pursuant to the Plan with respect
to the exercise of any Options by a Participant
who has a deferral election in effect under the
Company's Deferred Compensation Plan (the
"Deferral Plan") is paid solely by surrendering
Common Stock (which meets the requirements set
forth in the Deferral Plan), the Company shall
deliver to the trustee of the trust, if any,
established under the Deferral Plan, a certificate
or certificates representing such number of shares
of Common Stock determined by dividing (i) the
excess of (A) the Fair Market Value of the shares
of Common Stock purchased pursuant to such Option
exercise, over (B) the aggregate exercise price of
the shares of Common Stock purchased, by (ii) the
Fair Market Value of one share of Common Stock.
In addition, as soon as practicable after receipt
of the shares of Common Stock representing the
Option exercise price, the Company shall deliver
to the Participant a certificate or certificates
representing shares with a Fair Market Value equal
to the aggregate option exercise price paid. For
purposes of the foregoing, the exercise of any
Option will be deemed to have occurred at 5:00
p.m. Pacific Standard time on the immediately
preceding business day and Fair Market Value shall
be determined as of such time."
3. Section 7.1 shall be replaced in its entirety with
the following:
"TAX WITHHOLDING. The Company may withhold, at
the election of the Participant, from Common Stock
to be issued or cash to be paid under the Plan,
the number of shares of Common Stock having a Fair
Market Value equal to, or cash in the amount of,
or a combination of shares and cash equal to, the
amount of tax required by any governmental
authority to be withheld to cover any applicable
withholding and employment taxes; provided,
however, that in the event a deferral election is
in effect with respect to the shares of Common
Stock deliverable upon exercise of an Option, then
the Participant may elect to have any such
withholding made from the Common Stock tendered to
exercise such Option. Alternatively, a
Participant may pay to the Company the amount of
cash required to be withheld in lieu of any
withholding of distribution under the Plan."
In accordance with authorizations and directions of the
Board of Directors of Cadiz Inc., the foregoing
amendment to the Cadiz Inc. 1996 Stock Option Plan is
hereby adopted effective as of March 14, 2001, by the
undersigned duly authorized officers.
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Title:
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Title: Secretary