Name of Optionee: ______________
Date of Amendment: __________, 1998
GLOBAL AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT(S)
THIS GLOBAL AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT(S) (this
"Amendment") is entered into as of the date set forth above, by and between
Schultz Sav-O Stores, Inc. (the "Company") and the optionee named above (the
"Optionee").
WHEREAS, the Company and the Optionee have entered into one or more
Nonqualified Stock Option Agreement(s) (the "Agreements") under the Company's
1990 Stock Option Agreement and/or the Company's 1995 Equity Incentive Plan;
WHEREAS, the Company and the Optionee desire to amend the terms of
each of the Agreements;
NOW THEREFORE, the parties hereto agree as follows:
A. Each of the Agreements is hereby amended so that Section 5 of each
of the Agreements reads in its entirety as follows:
5. Transferability; Limitations. Subject to the limitations of this
Section 5, this Option shall be transferable, in whole or in part, upon the
surrender of this Option by the Optionee to the Company for one or more new
Options of like tenor representing, in the aggregate, the right to purchase the
number of shares of Common Stock purchasable hereunder, each of such new Options
to represent the right to purchase such number of shares of Common Stock as
shall be designated by the Optionee at the time of such surrender, subject to
the terms and conditions of the Plan and this Option. This Option may only be
transferred by will or by the laws of descent or distribution, or to any member
of the Optionee's "immediate family," as such term is defined in Rule 16a-1(e)
under the Securities Exchange Act of 1934 (the "Exchange Act") or to trusts,
partnerships or other entities established solely for the benefit of members of
the Optionee's immediate family; provided, however, that (x) there may be no
consideration for any such transfer, (y) subsequent transfers of any portion of
this Option must also be in compliance with this Section 5 and (z) promptly
after making any such transfer, the Optionee shall provide to the Company the
Notice of Transfer of Option attached as Exhibit 1 hereto. In the event of such
a permitted transfer of this Option, the transferee shall have all of the rights
of the Optionee under the Plan and this Option, as if the Optionee had retained
this Option. The terms of this Option shall be binding upon the permitted
transferees, executors, administrators, heirs and successors of the Optionee.
B. An Exhibit 1, attached to this Amendment, is hereby made an exhibit
to and a part of the Agreements.
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment as of the date first set forth above.
SCHULTZ SAV-O STORES, INC. OPTIONEE
By: ____________________________ ____________________
Name:
Title:
Exhibit 1
SCHULTZ SAV-O STORES, INC.
NOTICE OF TRANSFER OF STOCK OPTION
This Notice is intended to (i) inform Schultz Sav-O Stores, Inc. (the
"Company"), that ________________ ( the "Optionee") has transferred and assigned
to the transferee named below (the "Transferee"), a member of the Optionee's
"immediate family," as such term is defined in Rule 16a-1(e) of the Securities
Exchange Act of 1934, or a trust, partnership or other entity established solely
for the benefit of members of the Optionee's immediate family, all of the
Optionee's right, title and interest in and to a nonqualified stock option (or
portion thereof described below) to purchase ___________ shares of common stock
of the Company at a price of $_____ per share, originally granted to the
Optionee pursuant to the Nonqualified Stock Option Agreement, dated
_____________, 19__, issued by the Company to the undersigned (the "Option") and
(ii) request the Company to issue a new Option in the name of the Transferee. No
consideration has been or will be received by the Optionee in connection with
this transfer.
The Option has been validly transferred and assigned by the Optionee
to the following:
- -------------------------- -------------------------------------
Name of Transferee Street Address, City, State, Zip Code
- -------------------------------------------------
If entire Option has not been transferred, number
of shares underlying the portion transferred
- --------------------------------- ------------------
Signature of Optionee Date of Transfer
- --------------------------------- ---------------------------
Signature of Transferee Name
By executing this Notice, the Transferee hereby agrees to comply with
and be subject to the terms and conditions of the Option.
Receipt of this Notice is hereby acknowledged this ___ day of
_________, 19__.
SCHULTZ SAV-O STORES, INC.
By____________________________
Name: ____________________
Title:____________________