EXHIBIT 10.8
AMENDMENT NO. 1 TO
GRIP TECHNOLOGIES, INC.
1994 STOCK OPTION PLAN
THIS AMENDMENT NO. 1 TO GRIP TECHNOLOGIES, INC. 1994 STOCK OPTION PLAN
("Amendment") has been adopted by the Board of Directors of Grip Technologies,
Inc., a California corporation ("Company"), and is subject to approval by the
shareholders of the Company.
RECITALS
A. On January 25, 1994, the Company adopted the Grip Technologies, Inc.
1994 Stock Option Plan ("Plan"), which Plan was approved by the Company's
shareholders on December 29, 1994.
B. On October 2, 1996, the Board of Directors of the Company adopted this
Amendment, subject to the approval by the shareholders of the Company.
C. The Amendment will be submitted to the shareholders of the Company for
approval at the Annual Meeting of Shareholders presently scheduled to be held on
December 17, 1996.
TERMS AND CONDITIONS
NOW, THEREFORE, the Plan is amended in the following respects:
1. Definitions.
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1.1 Revised Definitions. The following defined terms, as set forth
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in the Plan, are hereby amended in full to read as follows:
"1.3 Committee. A committee of two (2) or more members of the
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Board appointed to administer the Plan, which members shall be independent
and qualify as such under Code Section 162(n) and which Committee must
comply with the disinterested administration requirements set forth in Rule
16b-
3 promulgated under the 1934 Act, to the extent applicable or required."
"1.7 Fair Market Value. The fair market value of the Stock, as
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determined by the Committee; provided, however, that (i) if the Stock is
admitted to trading on a national securities exchange on the date the
Option is granted, Fair Market Value shall not be less than the last sale
price reported for the Stock on such exchange on such date or, if no sales
are reported on the date the Option is granted, on the date next preceding
such date on which a sale was reported, or (ii) if the Stock is not
admitted to trading on a national securities exchange on the date the
Option is granted but the Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation system on the date
the Option is granted, Fair Market Value shall not be less than the average
of highest bid and lowest asked prices of the Stock on such system on such
date."
1.2 New Definitions. The following new definitions are hereby added
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to the Plan:
"1.17 Domestic Relations Order. Any judgment, decree or order
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(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable state domestic relations laws
(including community property laws), marital property rights to any spouse
or former spouse of the Optionee.
"1.18 Qualified Domestic Relations Order. A Domestic Relations Order
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which substantially complies with the requirements of Code Section 414(p).
The Committee shall have the sole discretion to determine whether a
Domestic Relations Order is a Qualified Domestic Relations Order."
"1.19 1934 Act. The Securities Exchange Act of 1934, as amended."
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"1.20 Insider. Any person who is an officer or director of the
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Company within the meaning of Section 16 of the 1934 Act."
2. Administration of the Plan. Section 4.1 of the Plan is amended to
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provide that notwithstanding any provision of the Plan to the contrary, the
Plan shall be administered by the Committee.
3. Stock Subject to Plan. Section 3.1 of the Plan is amended to increase
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the number of shares of Stock of the Company which may be issued and sold
under the Plan from 600,000 to 900,000 shares.
4. Payment of the Option Price.
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4.1 Delivery of Shares. Section 5.4 of the Plan is hereby amended by
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the addition of the following at the end of the third sentence:
"...; provided however, that the Stock so surrendered is valued at
Fair Market Value; and, provided further, in the case an Option Price
is paid by an Insider in whole or in part by the delivery of shares of
Stock, the Stock acquired in the exercise of such Option shall not be
disposed of by the Insider for a six (6) month period commencing on
the date on which the Insider last purchased Stock (including the
Stock tendered in connection with such exercise) so long as and only
to the extent such restriction is required under Section 16 of the
1934 Act and any rules or regulations promulgated thereunder."
4.2 Financing the Exercise of an Option. In addition to the
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provisions of Section 5.4 of the Plan regarding payment of the Option Price upon
exercise of an Option, the Committee may permit an Optionee to pay the option
exercise price by delivering a promissory note payable in one or more
installments. The terms of any such promissory note (including interest rate and
the terms of repayment) shall be established by the Committee, in its sole
discretion. Any such promissory note must be on a full recourse basis and, to
the extent required under applicable law, adequately secured by property other
than the shares acquired upon exercise of such Option. In all events, the
maximum credit available to the Optionee may not exceed the sum of (i) the
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aggregate option exercise price plus (ii) any federal, state and local income
and employment tax liability incurred by the Optionee in connection with the
exercise of the Option.
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5. Option Exercise Limitation Upon Qualification. Section 5.6 of the
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Plan is amended by the addition of the following sentence at the end of said
Section:
"To the extent the exercisability of an ISO is deferred by reason of
the foregoing limitation, the deferred portion shall become
exercisable in the first calendar year or years thereafter in which
the one hundred thousand dollars ($100,000) limitation in this Section
would not be contravened, but such deferral shall in all events end
thirty (30) days immediately prior to the effective date of a
transaction described in Section 3.2(c) of the Plan in which the ISO
is not to be assumed, whereupon the ISO shall become immediately
exercisable as a Non-ISO for the deferred portion of the Option
shares."
6. Limited Transferability of Options. Section 5.7 of the Plan is hereby
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amended by the addition of the following sentences at the end of said Section:
"However, if an Option is a Non-ISO, then such Option may be assigned
in whole or in part during the Optionee's lifetime in accordance with
the terms of a Qualified Domestic Relations Order. The assigned
portion shall be exercisable only by the person or persons who
acquired a proprietary interest in the Option pursuant to such
Qualified Domestic Relations Order. The terms applicable to the
assigned portion shall be the same as those in effect for the Option
immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Committee may deem
appropriate."
7. Additional Limitation on Option Grants. A new Section 5.12 is hereby
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added to the Plan to read as follows:
"5.12 Limitation on Option Grants. Notwithstanding any other
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provision of the Plan, no Optionee may be granted Options under the
Plan covering more than 100,000 shares in any one calendar year."
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8. Withholding. A new Section 6.5 is hereby added to the Plan to read as
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follows:
"6.5 Withholding. The Company's obligation to deliver shares of
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Common Stock upon the exercise of any Option under the Plan shall be
subject to satisfaction of all applicable federal, state and local
income and employment tax withholding requirements. In addition, an
Optionee making a "disqualifying disposition" of an ISO shall also be
responsible for payment of his or her share of all applicable federal,
state and local income and employment tax withholding requirements
caused as result thereof. The Company, the Board of Directors or the
Committee, as the case may be, may take whatever steps it deems
necessary, appropriate or expedient to assure the prompt collection
from the Optionee of all such taxes."
9. Shareholder Approval. This Amendment is subject to and conditioned
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upon approval by the shareholders of the Company as required by applicable
laws.
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