EXHIBIT 4(d)
AMENDMENT NO. 1 TO
COPYTELE, INC.
1993 STOCK OPTION PLAN
Amendment, dated, May 3, 1995, to the CopyTele, Inc. 1993
Stock Option Plan (the "Plan"). Capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the Plan.
RECITALS
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WHEREAS, CopyTele, Inc., a Delaware corporation (the
"Company"), created and adopted the Plan effective as of April 28,
1993, which was subsequently approved by the shareholders of the
Corporation on July 14, 1993; and
WHEREAS, the Company, through its Board of Directors, deems
it desirable to amend the Plan as set forth herein.
NOW, THEREFORE, subject to the approval of the shareholders
of the Company as set forth in Section 4 hereof, the Plan is hereby
amended to read in its entirety as follows, effective as of May 3,
1995:
1. Amendment to Article II. The first sentence in the
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first paragraph of Article II of the Plan is hereby amended to read in
its entirety as follows:
"The total number of Common Shares of the Company which
either may be purchased pursuant to the exercise of Options
granted under the Plan or acquired pursuant to the exercise
of Rights granted under the Plan shall not exceed, in the
aggregate, Seven Million (7,000,000) of the currently
authorized shares of Common Stock, $.01 par value per share,
of the Company (the "Shares"), with no individual to be
granted Options or Rights to purchase, in the aggregate,
more than 500,000 Shares in any given year of the Plan, such
numbers to be subject to adjustment in accordance with
Article XVII of the Plan."
2. Amendment to Article V. The first paragraph of Article
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V of the Plan is hereby amended to read in its entirety as follows:
"The price for each Share purchasable under any Non-
Qualified Option granted hereunder shall be no less
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than 80% of the fair market value of such Share on the date
of grant, except in respect of Non-Qualified Options granted
to Director Participants pursuant to Article X hereof."
3. Amendment to Article X. Article X is hereby amended to
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read in its entirety as follows:
"Subject to the terms and conditions of Articles X
through XIV hereof, commencing with the Annual Meeting of
Shareholders of the Company to be held in 1995, each current
Director Participant of the Company shall automatically be
granted Non-Qualified Options to purchase 20,000 Shares each
year that such director is elected to the Board of
Directors. Future Director Participants shall automatically
be granted Non-Qualified Options to purchase 10,000 Shares
upon their initial election to the Board of Directors and
20,000 Shares at the time of each subsequent Annual Meeting
of Shareholders of the Company at which such director is
elected to the Board of Directors. The purchase price of
the Shares covered by the Non-Qualified Options granted
pursuant to this Article X shall be fair market value of
such Shares on the date of grant."
4. Shareholder Approval. This Amendment is subject to the
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approval by the affirmative vote of the holders of a majority of the
shares of the Company's common stock voting at its Annual Meeting of
Shareholders to be held on July 19, 1995, or any adjournment or
postponement thereof;; provided, however, that if such shareholder
approval is not obtained, this Amendment and any awards thereunder
shall be null and void.
5. Effect on the Plan. All references in the Plan to
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"this Plan", the "Plan," and all phrases of like import shall refer to
the Plan as amended by this Amendment. The terms "hereof," "herein,"
"hereby," and all phrases of like import, as used in the Plan, shall
refer to the Plan as amended by this Amendment. Except as amended
hereby, the Plan shall remain in full force and effect.
6. No Further Amendment. Except as expressly provided
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herein, no other term or provision of the Plan is amended hereby.