EXHIBIT 10.4.1
AMENDMENT NO. ONE
TO
1989 DIRECTORS' INCENTIVE PLAN
OF
WEGENER CORPORATION
The 1989 Directors' Incentive Plan (the "Directors' Plan"), shall be amended
as follows:
(1) The last sentence of Section 1 relating to the ineligibility of HEINZ W.
WEGENER and ROBERT A. PLACEK in the Directors Plan shall be deleted in
full.
(2) The Directors' Plan is further amended by deleting from Section 2 the
definition of "Fair Market Value" in its entirety and by substituting in
lieu thereof the following:
" 'Fair Market Value' means, as of any date, the closing
price of the common stock of the Company as reported by any
national stock exchange on which such stock is traded or as
reported by the NASDAQ national market system; PROVIDED,
HOWEVER, in the event there are no actual sales transactions
reported for any such date, Fair Market Value shall mean the
mean between the high "bid" and low "ask" prices as of the
close of business for such date for shares of common stock of
the Company in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated
Quotation System or other quotation service."
(3) The Directors' Plan is further amended by deleting from Section 2 the
definition of "Participating Director" in its entirety and by
substituting in lieu thereof the following:
" 'Participating Director' means any member of the Board of
Directors of the Company who is not a Non-Employee Director."
(4) The Directors' Plan is further amended by adding a new definition to
Section 2 which shall read as follows:
" 'Non-Employee Director' shall mean each person who is a
member of the Board of Directors of the Company but who is
not a full-time employee of the Company."
(5) The Directors' Plan is further amended by deleting the first sentence of
SECTION 3 and by substituting in lieu thereof the following sentence:
"The aggregate number of shares of stock which may be awarded under the
Directors' Plan or subject to purchase by exercising an Option shall not
exceed 300,000 shares."
(6) The Directors' Plan is further amended by deleting the first sentence of
paragraph (a) of SECTION 12 and by substituting in lieu thereof the
following sentence: "The Directors' Plan shall be administered by a
Committee composed of two or more persons, as appointed by the Board and
serving at the Board's pleasure.
(7) The Directors' Plan is further amended by adding at the end thereof a
new section to be known as "Section 18" which shall read as follows:
"18. Options to Non-Employee Directors
Notwithstanding anything in the Directors' Plan to the
contrary, the participation and eligibility of a Non-Employee
Director of the Company in the Directors' Plan shall be limited
exclusively to the following:
(a) On the last day of each December (after the effective
date of this Section 18) on which regular trading occurs on the
NASDAQ stock market during which the Directors' Plan is in force
and effect, each Non-Employee Director who shall have served as
a Director of the Company, without resignation, leave, removal
or other interruption, since the last annual shareholders
meeting, shall be granted, without the necessity of action by
the Committee or the Board, an Option hereunder to purchase
2,000 shares of Stock at an exercise price equal to the Fair
Market Value of the Stock on such grant date. The provisions of
this subsection (a) shall not be amended more than once during
any six month period other than to comply with changes mandated
by law, including the Employee Retirement Income Security Act
of 1974 and the Code and any applicable regulations thereunder.
(b) For services rendered prior to January 1, 1995,
each Non-Employee Director who is serving as a Director on such
date, shall also be granted, without the necessity of action by
the Committee or the Board, an Option hereunder to purchase
2,000 shares of Stock for each full or partial calendar year
during which such Non-Employee Director served, without
resignation, leave, removal or other interruption, since the
effective date of the Directors' Plan, at an exercise price
equal to the Fair Market Value of the Stock on the effective
date of this Section 18.
(c) Such Options granted under this Section 18 shall be
exercisable commencing on the later of the date of grant or
shareholder approval of this amendment to the Directors' Plan,
and thereafter until the date which is ten years and one day
from the later of the date of grant or such shareholder
approval, whichever is applicable.
(d) In all other respects, options granted to Non-Employee
Directors hereunder shall conform to the terms of this Plan and
no Non-Employee Director shall be eligible to receive Options
hereunder except as provided in this Section 18.
(e) Upon the exercise of all or a portion of any of the
options provided for in this Section 18, the Company shall pay a
supplemental cash amount equal to the greater of (a) the
Company's minimum federal and state tax withholding obligation
with respect to such exercise by the Non-Employee Director and
such supplemental payment, or (b) an amount sufficient to
defray the federal and state tax
consequences to the Non-Employee Director attributable to such
exercise by the Non-Employee Director and such supplemental
payment, as determined by the Committee on each date of such
exercise, and based upon such information and calculations as
the Committee in its sole discretion shall deem appropriate.
(f) The effective date of this Section 18 shall be
February 1, 1995."