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EXHIBIT 4.3
FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED STOCK OPTION PLAN
OF
FUTURELINK CORP.
A DELAWARE CORPORATION
The undersigned, being the duly elected and acting Secretary of
FutureLink Corp., a Delaware corporation (the "Company"), does hereby certify as
follows:
1. The Board of Directors of the Company duly adopted the following
resolution as of December 15, 1999 amending the Company's Second Amended and
Restated Stock Option Plan:
"RESOLVED, that Sections 6 and 7.4 of the Plan of this Company are hereby
amended to read in their entirety as follows:
6. SHARES SUBJECT TO OPTIONS. The stock available for grant of
Options under the Plan shall be shares in the Company's
authorized but unissued or reacquired, Common Stock. The
aggregate number of shares which may be issued pursuant to
exercise of Options granted under the Plan, as amended, shall
not exceed twenty percent (20%) of the shares of Common Stock,
calculated on a fully diluted basis not including Common Stock
underlying outstanding stock options, at the time of each
grant (subject to adjustment as provided in Section 7.13
hereof) including shares previously issued under the Plan;
provided, however, that at no time shall the total number of
shares of Common Stock issuable upon the exercise of all
outstanding options and the total number of shares of Common
Stock provided for under any stock bonus or similar plan of
the Company exceed the applicable percentage as calculated in
accordance with the conditions and exclusions of Rule
260.140.45 of Title 10 of the California Code of Regulations,
based on the shares of Common Stock of the Company which are
outstanding at the time the calculation is made. The maximum
number of shares with respect to which options may be granted
to any employee in any one calendar year shall be 500,000
shares (subject to adjustment as provided in Section 7.13
hereof). The maximum number of shares with respect to which
Incentive Stock Options may be granted under this Plan shall
not exceed 2,000,000 in the aggregate (subject to adjustment
as provided in Section 7.13 hereof). In the event that any
outstanding Option under the Plan for any reason expires, or
is terminated, the shares of Common Stock allocable to the
unexercised portion of the Option
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shall again be available for Options under the Plan as if no Option
had been granted with respect to such shares.
7.4 TERM OF OPTION. No Option shall be exercisable after the expiration
of the earliest of (a) ten years after the date the option is
granted, (b) three months after the date the Optionee's employment
with the Company and its subsidiaries terminates if such termination
is for any reason other than disability or death, (c) one year after
the date the Optionee's employment with the Company and its
subsidiaries terminates if such termination is a result of death or
disability; provided, however, that the Option agreement for any
Option may provide for shorter periods in each of the foregoing
instances, except that such shorter periods shall not be less than
thirty (30) days in the event of termination of employment for any
reason other than death or disability and not less than six (6)
months in the event of termination as a result of death or
disability. Notwithstanding the foregoing, in the case of any
Incentive Stock Option granted under the Plan to an employee who
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, its parent or any of
its subsidiary corporations, the term of such Option shall not be
more than five years from the date the Option is granted."
2. Such amendment has not been rescinded or repealed and is now in
full force and effect.
IN WITNESS WHEREOF, I have hereunto executed this certificate dated
as of December 17, 1999.
/s/ K.B. Scott
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Kyle B.A. Scott, Secretary