EXHIBIT 10.1
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AMENDMENT NO. 1 TO THE LANDAUER, INC.
1996 EQUITY PLAN
(AS AMENDED AND RESTATED THROUGH NOVEMBER 8, 2001)
WHEREAS, Landauer, Inc. (the "Company") has adopted the 1996
Equity Plan, as Amended and Restated through November 8, 2001 (the "Plan");
and
WHEREAS, the Company desires to amend the Plan as set forth
herein.
NOW, THEREFORE, pursuant to Section 5.2 of the Plan, the Plan
hereby is amended as follows:
1. Section 5.8(a)(2) of the Plan is amended to read in its
entirety as follows:
"(2) Notwithstanding any provision in this Plan or any
Agreement, in the event of a Change in Control pursuant to Section (b)(1)
or (2) below, or in the event of a Change in Control pursuant to Section
(b)(3) or (4) below in connection with which the holders of Common Stock
receive consideration other than shares of common stock that are registered
under Section 12 of the Exchange Act, (i) in the case of an outstanding
option or Free-Standing SAR, the Board may, in its discretion, require (A)
that each outstanding option or SAR immediately become exercisable in full
and if there shall be a surviving corporation in such Change in Control, or
a parent corporation thereof, that shares of capital stock of such
surviving corporation or parent corporation be substituted for some or all
of the shares of Common Stock then subject to such option or SAR, as the
case may be, and the purchase price per share of Common Stock subject to
each such option, and the base price of each such SAR, shall be
appropriately adjusted by the Board (whose determination shall be final,
binding and conclusive), such adjustments to be made without an increase in
the aggregate purchase price or base price, as the case may be, or (B) that
each outstanding option or SAR shall be surrendered to the Company by the
holder thereof, and each such option or SAR shall immediately be canceled
by the Company, and the holder shall receive, within 10 days of the
occurrence of a Change in Control, a cash payment from the Company in an
amount equal to (1) in the case of an option, the number of shares of
Common Stock then subject to such option, multiplied by the excess, if any,
of the greater of (x) the highest per share price offered to stockholders
of the Company in any transaction whereby the Change in Control takes place
or (y) the Fair Market Value of a share of Common Stock on the date of
occurrence of the Change in Control, over the purchase price per share of
Common Stock subject to the option, and (2) in the case of a Free-Standing
SAR, the number of shares of Common Stock then subject to such SAR,
multiplied by the excess, if any, of the greater of (x) the highest per
share price offered to stockholders of the Company in any transaction
whereby the Change in Control takes place or (y) the Fair Market Value of a
share of Common Stock on the date of occurrence of the Change in Control,
over the base price of the SAR or (ii) in the case of a Restricted Stock
Award or Performance Share Award, each outstanding award shall be
surrendered to the Company by the holder thereof, and each such award shall
immediately be canceled by the Company, and the holder shall receive,
within ten days of the occurrence of a Change in Control, a cash payment
from the Company in an amount equal to the number of shares of Common Stock
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or the number of Performance Shares, as the case may be, then subject to
such award, multiplied by the greater of (A) the highest per share price
offered to stockholders of the Company in any transaction whereby the
Change in Control takes place or (B) the Fair Market Value of a share of
Common Stock on the date of occurrence of the Change in Control. In the
event of a Change in Control, each Tandem SAR shall be surrendered by the
holder thereof and shall be canceled simultaneously with the cancellation
of the related option."
In all other respects, the Plan shall remain in full force and effect in
accordance with its terms.
Adopted by the Board of Directors of Landauer, Inc. on December 30, 2005.
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