EXHIBIT 10.29
FIRST AMENDMENT TO
THE IMAGISTICS INTERNATIONAL INC.
2001 STOCK PLAN
EXHIBIT 10.29
FIRST AMENDMENT TO
THE IMAGISTICS INTERNATIONAL INC.
2001 STOCK PLAN
1. The first paragraph of Section 6(d) of the Plan is hereby amended to read as
follows:
SECTION 6. AWARDS
(d) Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to
Shares (including without limitation securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan;
provided, however, that such grants must comply with Rule 16b-3 and applicable
law, and further provided that, to the extent that Awards made pursuant to this
subsection (d) do not contain vesting or other restrictions comparable to the
restrictions provided for Options or Restricted Stock Awards pursuant to
Sections 6(a) or 6(b) of this Plan, respectively, such Awards shall not exceed
five percent (5%) of the Shares available for issuance under the Plan.
2. Section 9 of the Plan is amended in its entirety to read as follows:
SECTION 9. AMENDMENT AND TERMINATION OF THE PLAN.
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan, the Board of Directors
may amend, alter, suspend, discontinue, or terminate the Plan, including without
limitation any such action to correct any defect, supply any omission or
reconcile any inconsistency in the Plan, without the consent of any stockholder,
Participant, other holder or beneficiary of an Award, or Person; provided that
any such amendment, alteration, suspension, discontinuation, or termination that
would impair the rights of any Participant, or any other holder or beneficiary
of any Award heretofore granted shall not be effective without the approval of
the affected Participant(s); and provided further, that, notwithstanding any
other provisions of the Plan or any Award Agreement, without the approval of the
stockholders of the Company no such amendment, alteration, suspension,
discontinuation or termination shall be made that would increase the total
number of Shares available for Awards under the Plan, except as provided in
Section 4 hereof, and provided further, that if an amendment, alteration,
suspension, discontinuation or termination would (i) materially increase the
benefits accruing to Participants under the Plan, or (ii) materially modify the
requirements as to eligibility for participation in the Plan, then to the extent
required by law, or deemed necessary or advisable by the Executive Compensation
and Development Committee of the Board, such amendment shall be subject to
approval of the stockholders of the Company.
Dated effective as of July 30, 2002 IMAGISTICS INTERNATIONAL INC.
By /s/ Mark S. Flynn
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Mark S. Flynn
Vice President, General Counsel
and Secretary