EXHIBIT 4.2
RADYNE COMSTREAM INC.
Amendment No. 3 to 1996 Incentive Stock Option Plan
WHEREAS Radyne ComStream Inc., a New York corporation (the "Company"),
considers it desirable and in its best interests that employees of the Company
and its subsidiaries and non-employee directors of the Company be given an
inducement to acquire a proprietary interest in the Company as an added
incentive to advance the interests of the Company;
WHEREAS on November 13, 1996, the Company's Board of Directors (the
"Board") adopted its 1996 Incentive Stock Option Plan (the "Plan");
WHEREAS the Plan was amended on October 6, 1998 and February 9, 1999; and
WHEREAS the Company has determined that the Plan should be further amended
to make non-employee directors eligible to receive options under the Plan.
NOW, THEREFORE, the Plan is amended as follows:
1. The first sentence of Section 3 of the Plan is hereby amended to read
as follows:
All employees of the Company and its subsidiaries and all directors of
the Company who are not employees of the Company or any subsidiary thereof
("Non-Employee Directors") may be offered an opportunity to participate in
the Plan as herein provided.
2. The first paragraph of Section 7 of the Plan is hereby amended to read
as follows:
Notwithstanding any other provision of the Plan or any agreement
evidencing options granted hereunder, each option granted under the Plan
shall terminate not later than ten (10) years (five (5) years in the case
of an option granted to a Major Shareholder) after the date on which it was
granted. Each option granted to an employee of the Company or a subsidiary
thereof under the Plan shall be exercisable by the option holder only while
he is an employee of the Company, or of a parent or subsidiary of the
Company, subject to the provisions of Sections 10, 11 and 12 hereof. Each
option granted to a Non-Employee Director under the Plan shall be
exercisable by the option holder only while he is a director of the
Company, subject to the provisions of Sections 10 and 11 hereof. The date
of grant of an option shall, for all purposes, be the date on which the
Board makes the determination granting such option.
3. The first paragraph of Section 10 of the Plan is hereby amended to
read as follows:
Upon termination of employment or status as a Non-Employee Director
for any reason, except as provided in Section 11 or 12 hereof or in the
agreement evidencing such option, a person to whom an option is granted
may, at any time within three (3) months after the date of such termination
(but in no event later than the date of expiration of the option under the
provisions of Section 7 hereof or those of any agreement evidencing such
option), exercise the option to the extent, and only to the extent, he was
entitled to do so on the date of termination. Any options of terminated
optionees not so exercised shall forthwith terminate.
4. Section 11 of the Plan is hereof amended to read as follows:
If any person to whom an option has been granted shall die (i) during
the period of his employment by the Company or a parent or subsidiary
thereof or in the status of a Non-Employee Director or within three (3)
months after the termination of such employment or status and (ii) holding
an option which has not been fully exercised, his estate or any person who
acquired the right to exercise the option by bequest or inheritance or by
reason of the death of such person may, at any time during the six (6)
month period (or such longer period as the Board shall in its discretion
provide in the agreement evidencing such option) after the date of such
death (but in no event after the option has expired under the provisions of
Section 7 hereof) exercise the option with respect to the unexercised
balance of the shares subject to the option to the extent, and only to the
extent, the decedent could have exercised the option immediately before
death.
5. Section 13 of the Plan is hereby amended to read as follows:
Each person to whom a stock option is granted under the Plan shall be
required to enter into a stock option agreement with the Company,
providing, inter alia, that he shall obligate himself: (1) not to disclose
any trade or secret data or any other confidential information acquired by
him during his employment by the Company or a parent or subsidiary of the
Company or while acting as a Non-Employee Director; and (2) to abide by all
the terms and conditions of the Plan and such other terms and conditions as
may be imposed by the Board.
6. All options granted to Non-Employee Directors under the Plan shall be
evidenced by option agreements in such form as may be approved by the Board of
Directors of the Company consistent with the terms of the Plan, as modified;
7. This Amendment shall be of no force or effect unless approved, by a
majority vote of the shareholders of the Company, within 12 months following the
date set forth in the succeeding paragraph; and
8. This Amendment shall be considered effective as of April 27, 1999.