AMENDMENT ONE
TO THE
NICHOLS RESEARCH CORPORATION
1991 STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation 1991 Stock
Option Plan (the "Plan"), Nichols Research Corporation (the "Company"),
hereby amends the Plan as follows:
1. Effective upon approval by the shareholders of the Company, the
second sentence of Section 4 of the Plan is hereby deleted in its entirety,
and the following new sentence is substituted in its place:
The aggregate number of shares which may be issued pursuant
to option exercises shall not exceed 650,000 shares of Capital
Stock.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 25th day of August, 1993.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Its Chief Executive Officer
AMENDMENT TWO
TO THE
NICHOLS RESEARCH CORPORATION
1991 STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation 1991 Stock
Option Plan (the "Plan"), Nichols Research Corporation (the "Company"),
hereby amends the Plan as follows:
1. Effective upon approval by the shareholders of the Company, the
second sentence of Section 4 of the Plan is amended to increase by 300,000
shares the aggregate number of shares which may be issued pursuant to
option exercises under the Plan, to 950,000 shares of Capital Stock.
2. Effective September 1, 1994, Section 6 of the Plan is hereby
amended to extend the term of the Plan by providing that the Plan will
expire on November 12, 2000.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 12th day of January, 1995.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Its Chief Executive Officer
AMENDMENT THREE
TO THE
NICHOLS RESEARCH CORPORATION
1991 STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation 1991 Stock
Option Plan (the "Plan"), Nichols Research Corporation (the "Company"),
hereby amends the Plan as follows:
Effective upon approval by the shareholders of the Company, the second
sentence of Section 4 of the Plan is amended to increase by 500,000 shares
the aggregate number of shares which may be issued pursuant to option
exercises under the Plan, to 1,450,000 shares of Capital Stock.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 11th day of January, 1996.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Its Chief Executive Officer
AMENDMENT FOUR
TO THE
NICHOLS RESEARCH CORPORATION
1991 STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation 1991 Stock
Option Plan (the "Plan"), Nichols Research Corporation (the "Company"),
hereby amends the Plan as follows:
1. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the first five sentences of Section 2 of the Plan are
hereby deleted in their entirety and the following new sentences are
substituted in their place:
The Plan shall be administered by a committee (the "Committee")
composed of the entire Board of Directors or a committee of the Board
of Directors that is composed solely of two or more Non-Employee
Directors. For this purpose, the term "Non-Employee Director" shall
mean a person who is a member of the Company's Board of Directors who
(a) is not currently an officer or employee of the Company or any
parent or subsidiary of the Company, (b) does not directly or
indirectly receive compensation for serving as a consultant or in any
other non-director capacity from the Company or any parent or
subsidiary of the Company that exceeds the dollar amount for which
disclosure would be required pursuant to Item 404(a) of Regulation S-K
promulgated under the Securities Act of 1933 and the Securities
Exchange Act of 1934 ("Regulation S-K"), (c) does not possess an
interest in any other transaction with the Company or any parent or
subsidiary of the Company for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K, and (d) is not engaged in a
business relationship with the Company or any parent or subsidiary of
the Company which would be disclosable under Item 404(b) of Regulation
S-K. In the event the Committee is a committee composed of two or
more Non-Employee Directors, the Board of Directors may from time to
time remove members from, add members to, and fill vacancies, on the
Committee. A member of the Committee shall be eligible to participate
in the Plan and receive options under the Plan.
2. Subject to approval by the shareholders of the Company, effective
November 1, 1996, the third sentence of Section 3 of the Plan is hereby
deleted.
3. Subject to approval by the shareholders of the Company, effective
November 1, 1996, Section 8 of the Plan is hereby deleted and the following
new Section 8 is substituted in its place:
The Board of Directors, insofar as permitted by law, shall have
the right from time to time with respect to any shares at the time not
subject to options, to suspend or discontinue the Plan or revise or
amend it in any respect whatsoever, except that without approval of
the shareholders of the Company, no such revision or amendment shall:
(a) change the number of shares for which options may be granted under
the Plan either in the aggregate or to any individual employee, (b)
change the provisions relating to the determination of employees to
whom options shall be granted, (c) remove the administration of the
Plan from the Committee, or (d) decrease the price at which Incentive
Options may be granted.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 14th day of November, 1996.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Its Chief Executive Officer
AMENDMENT FIVE
TO THE
NICHOLS RESEARCH CORPORATION
1991 STOCK OPTION PLAN
Pursuant to Section 8 of the Nichols Research Corporation 1991 Stock
Option Plan (the "Plan"), Nichols Research Corporation (the "Corporation"),
hereby amends the Plan as follows:
1. Effective September 1, 1997, Section 5(c) of the Plan is hereby
deleted in its entirety and the following new Section 5(c) is inserted in
its place:
(C) MEDIUM AND TIME OF PAYMENT.
The option recipient may pay the option price in cash, by
means of unrestricted shares of the Corporation's Common Stock,
or in any combination thereof. Notwithstanding the foregoing,
shares of the Corporation's Common Stock may be used to exercise
an option only if the number of shares for which the option is
then being exercised is at least five hundred (500) shares. The
option recipient must pay for shares received pursuant to an
option exercise on or before the date of such exercise. Payment
in currency or by check, bank draft, cashier's check, or postal
money order shall be considered payment in cash. In the event of
payment in the Corporation's Common Stock, the shares used in
payment of the option price shall be taken at the Fair Market
Value of such shares on the date they are tendered to the
Corporation. The shares purchased upon exercise of an option
with shares of the Corporation's Common Stock owned by the option
recipient may not be sold, exchanged, pledged or otherwise
transferred during the one (1) year period following such
purchase and shall bear the following restrictive legend:
The shares represented by this certificate were
acquired with shares of Nichols Research Corporation
common stock and, therefore, pursuant to the terms of
Section 5(c) of the Nichols Research Corporation 1991
Stock Option Plan, may not be sold, exchanged, pledged
or otherwise transferred during the one (1) year period
commencing on the date shown on the face of this
certificate.
Except as amended above, the Plan shall remain in full force and
effect according to its terms and provisions.
Done this the 15th day of May, 1997.
NICHOLS RESEARCH CORPORATION
Chris H. Horgen
By:__________________________________
Its Chief Executive Officer