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EXHIBIT 4.2
AMENDMENT TO
REXON INCORPORATED
1992 STOCK OPTION PLAN
The 1992 Stock Option Plan of Rexon Incorporated (the "Plan") is
hereby amended as follows:
1. The first sentence of Subsection 5.1 is hereby deleted in its
entirety and the following sentence is substituted in its place:
"Subject to the provisions of Section 12 (relating to adjustments upon
changes in stock), the shares which may be sold pursuant to options
granted under the Plan shall not exceed in the aggregate 1,700,000
shares of the Company's authorized Common Stock."
2. Subsection 11.1 of the Plan is hereby deleted in its entirety
and the following Subsection is substituted in its place:
"11.1 If a holder of an Option who is either an employee of or
consultant to the Company shall voluntarily or involuntarily leave the
employ of or cease to render consulting services to the Company or any
Subsidiary, the Option of such holder shall terminate, except that,
subject to the limitation hereafter stated in this Section 11, (i) if
his termination results from any reason other than his death, he may
at any time within three months after termination of his services (or
such longer period, not to exceed five (5) years, as may be approved
by the Board of Directors of the Committee) exercise his Option but
only to the extent that it was exercisable by him on the date of
termination and only in the absence of the circumstances set forth in
Section 11.2 below; (ii) if he is re-hired or retained as an employee
of or consultant to the Company within eighteen (18) months after his
termination, his Option may, if approved by the Board of Directors or
the Committee, be reinstated and again becomes exercisable in
accordance with its original terms (but if his Option was originally
an Incentive Option it shall be reinstated or reissued only as a
Non-qualified Option); and (iii) if he dies while in the employ of or
as a Consultant to the Company or a Subsidiary, or within three months
after termination of his employment or his consulting services, his
Option may be exercised by the person or persons to whom his rights
under the Option shall pass by will or by the laws of descent or
distribution, provided such exercise is effectuated within two (2)
years following the date of
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Amendment to Rexon Incorporated
1992 Stock Option Plan
death. In no event may an Option be exercised to any extent by anyone
after the expiration of its term."
3. A new sentence is hereby added to the end of Subsection 3.1
and shall read in full as follows:
"Notwithstanding anything to the contrary contained herein, the Chief
Executive Officer of the Company shall have the sole and exclusive
discretionary authority to grant stock options on behalf of the
Company and the Board of Directors to newly-hired employees of the
Company and any of its subsidiaries (other than persons who are hired
as officers and would be subject to the reporting requirements under
Section 16 of the Securities Exchange Act of 1934); provided, however,
that the CEO shall not grant options under this authority to any one
new employee in excess of 25,000 shares nor in any fiscal quarter in
excess of 100,000 shares in the aggregate and, provided further, that
options granted to new hires by the CEO pursuant to this authority
shall be granted within the first thirty (30) days following the date
of employment with the Company."
4. In all other respects, except as expressly amended herein, the
Plan is hereby ratified and confirmed in its entirety.
The amendments to the Plan herein set forth have been approved by the
Board of Directors and are deemed effective as of November 4, 1993, except as
to the amendments to Subsection 5.1 and Subsection 11.1, which shall become
effective upon shareholder approval.
BY ORDER OF THE BOARD OF DIRECTORS:
By /s/ IRVIN R. REULING
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Irvin R. Reuling
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