EXHIBIT 10.13
AMENDMENT NO. 1
TO
CARING PRODUCTS INTERNATIONAL, INC.
1996 INCENTIVE PROGRAM
This Amendment No. 1 to the 1996 Incentive Program (the "1996
Program") of Caring Products International, Inc. (the "Company") is being made
this 27th day of August, 1997.
WHEREAS, on June 16, 1997, the issued and outstanding shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), were
subject to a reverse stock split in which each holder of shares of Common Stock
received one (1) share of Common Stock for every six (6) shares of Common Stock
then held (the "Reverse Stock Split"); and, pursuant to the terms of the
Company's 1993 Incentive Program and the 1996 Program (collectively, the
"Programs"), the number of shares of Common Stock that may be issued under the
Programs was automatically adjusted to reflect the Reverse Stock Split;
WHEREAS, the Board of Directors has authorized, subject to the
approval of the stockholders of the Company, (i) an increase in the number of
shares of Common Stock that may be issued or transferred under the 1996
Program from 833,333 shares (post-Reverse Stock Split) to 2,500,000 shares,
(ii) an increase in the maximum number of shares for which options may be
granted under the 1996 Program to any person during any calendar year from
166,667 shares (post-Reverse Stock Split) to 600,000 shares (subject to
adjustment), and (iii) an increase in the maximum percentage of the total
number of outstanding awards under the 1996 Program to the total number of
shares of Common Stock outstanding at any time, as more specifically set
forth herein;
NOW, THEREFORE, subject to the approval of the stockholders, the
Company's 1996 Program shall be amended as follows:
1. Unless otherwise specifically indicated herein, all defined terms
herein shall have the same meaning given such terms in the Company's 1996
Program.
2. The number of shares of Common Stock that may be issued under the
1996 Program is hereby increased from 833,333 shares (post- Reverse Stock Split)
to 2,500,000 shares. In addition, the maximum number of shares for which
options may be granted under the 1996 Program to any person during any calendar
year is hereby increased from 166,667 shares (post-Reverse Stock Split) to
600,000 shares (subject to adjustment). In order to reflect the
above-referenced increases in the number of shares subject to issuance,
Paragraph (a) of Section
4 of the 1996 Program, entitled "Shares Subject to Issuance or Transfer," is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"(a) SHARES SUBJECT TO ISSUANCE OR TRANSFER. Subject to
adjustment as provided in Section 4(b), the aggregate number of shares
of Common Stock (the "Shares") that may be issued or transferred under
the Program is 2,500,000 Shares, plus (i) any Shares which are
forfeited under the Program or the Company's 1993 Incentive Program
(the "1993 Program") after the adoption of the Program by the
Company's Board of Directors (the "Adoption Date"); plus (ii) the
number of Shares repurchased by the Company in the open market and
otherwise with an aggregate price no greater than the cash proceeds
received by the Company from the sale of Shares under the Program or
the 1993 Program; plus (iii) any Shares surrendered to the Company in
payment of the exercise price of options issued under the Program or
the 1993 Program. However, no award may be issued that would bring
the total of all outstanding awards under the Program to more than 35%
of the total number of Shares of Common Stock of the Company at the
time outstanding. The Shares may be authorized but unissued Shares or
treasury Shares. The number of Shares available for Grants at any
given time shall be reduced by the aggregate of all Shares previously
issued or transferred pursuant to the Program or the 1993 Program plus
the aggregate of all Shares which may become subject to issuance or
transfer under then-outstanding and then-currently exercisable Grants
under the Program or the 1993 Program. The maximum number of Shares
for which options may be granted under the Program to any person
during any calendar year is 600,000 (subject to appropriate adjustment
in the event of any changes in capitalization of the Company). On and
after the Adoption Date, no further Grants shall be made under the
1993 Incentive Program unless the Program, as amended, shall not be
approved by the Company's stockholders as provided in Section 9(g)
hereof."
3. This Amendment No. 1 to the 1996 Program shall become effective
upon (i) its approval by the Company's stockholders under applicable law and
regulatory requirements, and (ii) the completion of a public offering of the
Company's equity securities (the "Public Offering"). Grants may be made prior
to such approval and completion of the Public Offering, but in no event may such
Grants be exercised until such approval is obtained and the Public Offering is
consummated.
4. Except as specifically amended hereby, the terms and provisions
of the 1996 Program shall remain in full force and effect.
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