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SECOND AMENDMENT TO ALPHA MICROSYSTEMS
1993 EMPLOYEE STOCK OPTION PLAN
THIS SECOND AMENDMENT TO ALPHA MICROSYSTEMS 1993 EMPLOYEE
STOCK OPTION PLAN (the "Second Amendment") is hereby adopted by Alpha
Microsystems, a California corporation (the "Company"), effective as of October
4, 1996.
R E C I T A L S :
A. The Alpha Microsystems 1993 Employee Stock Option
Plan (the "Plan") was adopted by the Board of Directors of the Company (the
"Board") on August 27, 1993, and amended on April 14, 1994. The Plan was
approved by the shareholders of the Company on May 31, 1994. The First
Amendment to Alpha Microsystems 1993 Employee Stock Option Plan (the "First
Amendment") was adopted by the Board on June 14, 1996 and was approved by the
Shareholders of the Company on August 13, 1996. The Plan and the First
Amendment are collectively referred to herein as the "Amended Plan."
B. Section 13 of the Amended Plan provides that the
Board may amend the Amended Plan in any respect whatsoever, subject to approval
of the shareholders of the Company in particular circumstances which are not
applicable in connection with this Second Amendment.
C. On October 4, 1996, the Board adopted resolutions (i)
providing for early compliance with the new Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended, and (ii) approving the form of this Second Amendment which amends
the Amended Plan to comply with the new Rule 16b-3.
A M E N D M E N T :
Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Amended Plan.
1. Section 2(i) of the Amended Plan is hereby deleted in
its entirety.
2. A new Section (w) is hereby added to Section 2 of the
Amended Plan which shall read in its entirety as follows:
"(w) 'Nonemployee Director' shall mean a director of the
Company (i) who is considered a 'Nonemployee Director' in
accordance with Rule 16b-3(b)(3)(i) promulgated by the
Securities and Exchange Commission under the 1934 Act or any
successor provision thereto, as such rule or successor
provision may be amended from time to time, or any other
applicable rules, regulations or interpretations of the
Securities and Exchange
EXHIBIT 4.7
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Commission, and (ii) who either (A) is not a current employee
of the Company, is not a former employee of the Company
receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of the
Company or an affiliate at any time, and is not currently
receiving compensation for personal services in any capacity
other than as a director, or (B) is otherwise considered an
outside director for purposes of Section 162(m) of the Code."
3. The first sentence of Section 4 of the Amended Plan
is hereby amended to read in its entirety as follows:
"The Plan shall be administered by a Committee of Nonemployee
Directors which shall be appointed by the Board."
I hereby certify that the foregoing Second Amendment was duly
adopted by the Board of Directors of the Company on October 4, 1996.
Executed on this 4th day of October, 1996.
/s/JOHN F. GLADE
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John F. Glade, Secretary
EXHIBIT 4.7
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