Exhibit 99.2
AMENDMENT NO. 1 TO
ROBERT A. KIERLIN STOCK OPTION PLAN
This Amendment No. 1 to the Robert A. Kierlin Stock Option Plan (the "Plan") is
adopted and made by Robert A. Kierlin, of Winona, Minnesota (the "Shareholder"),
pursuant to the power reserved to the Shareholder under Paragraph 11 of the
Plan. The Plan, which was adopted effective January 3, 2000, for the benefit of
employees of Fastenal Company (the "Company"), is hereby amended as follows.
1. Paragraph 3 of the Plan is hereby amended to read as follows:
3. Shares Subject to Options.
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The aggregate number of Shares for which Options may be granted and
which may be purchased upon the exercise of Options granted under the
Plan shall not exceed 2,000,000, subject to adjustment under the
provisions of paragraph 7. The Shares to be delivered upon the exercise
of Options shall be Shares outstanding and owned by the Shareholder at
the time the Options are granted. Such Shares shall be specifically
identified, and certificates for such Shares shall be delivered by the
Shareholder to the Agent, together with stock powers for transfer of
such Shares, to be held by the Agent for delivery to Optionees upon
exercise of Options. In the event any Option shall, for any reason,
terminate or expire or be surrendered without having been exercised in
full, the Shares subject to such Option but not purchased thereunder
shall be released from the Plan and shall be redelivered to the
Shareholder. The Company shall not be obligated to issue any Shares
upon the exercise of Options; and neither the Agent nor the Company
shall be obligated to acquire any Shares to fulfill any exercise of
Options.
2. Subparagraph 6(a) of the Plan is hereby amended to read as follows:
(a). Option Price. The Option price per Share with respect to
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each Option shall be determined and stated by the Shareholder at the
time of grant. Such Option price shall be not less than the closing
price at which Shares of the Common Stock were traded on the securities
exchange or Nasdaq National Market System on which the Shares are then
listed and traded on the most recent trading date preceding the date of
grant. If the Common Stock is not then listed and traded upon a
securities exchange or the Nasdaq National Market System, such Option
price shall be not less than the fair market value of a Share on the
date of grant, as determined by the Shareholder. The determination of
the Option price by the Shareholder shall be binding upon the Optionee
and all other persons.
3. Subparagraph 6(b) of the Plan is hereby amended to read as follows:
(b) Period of Option. Each Option shall expire on the last day
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of November of the second calendar year after the year in which the
Option was granted; provided, however, if the expiration date is a day
on which the securities exchange or the Nasdaq National Market System
on which the Shares are then
listed and traded is closed, the expiration date shall be the next day
on which it is not closed. For example, an Option granted January 3,
2002, will expire November 30, 2004.
4. Subparagraph 6(d) of the Plan is hereby amended to read as follows:
(d) Exercise of Option. Each Option shall be exercisable from time to
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time during the six-month period from June 1 through the date of expiration of
such Option specified in subparagraph (b) above.
5. Paragraph 11 of the Plan is hereby amended to read as follows:
11. Amendment, Suspension, or Termination of Plan.
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The Shareholder may at any time suspend or terminate the Plan or may
amend it from time to time in such respects as he may deem advisable in
order that the Options granted thereunder may conform to any changes in
the law or in any other respect which he may deem to be in the best
interests of the Company. Unless the Plan shall theretofore have been
terminated as provided herein, the Plan shall terminate when all
available Options have been granted and no granted Option is
outstanding. No Option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination of the
Plan shall, without an Optionee's consent, impair any of the rights or
obligations under any Option theretofore granted to such Optionee under
the Plan. A Participant's consent to any amendment, suspension, or
termination of the Plan or to any Option issued pursuant to the Plan
shall be deemed to have been given if the Participant fails to object in
writing within 15 days after written notice thereof, given in person or
by certified mail sent to the Participant's address contained in the
records of the Company.
6. The provisions of this Amendment shall be effective on and after
January 1, 2002, and shall apply to Options thereafter issued under the Plan,
but shall not apply to Options outstanding on that date.
7. Except as modified herein, the Plan shall remain in full force and
effect.
Executed at Winona, Minnesota, this 1st day of January, 2002.
/s/ ROBERT A. KIERLIN
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Robert A. Kierlin
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