EXHIBIT 10.3
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ODS NETWORKS, INC.
EXHIBIT 10.3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXHIBIT 10.3
FIRST AMENDMENT TO
OPTICAL DATA SYSTEMS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, the Optical Data Systems, Inc. 1997 Employee Stock Purchase
Plan (the "Plan") was adopted and approved by the Board of Directors on
January 23, 1997;
WHEREAS, the Plan was approved by the stockholders of the Company at the
Annual Meeting of the Stockholders held on April 24, 1997;
WHEREAS, at the aforesaid Annual Meeting of Stockholders of the Company,
the stockholders also approved an amendment to the Company's Certificate of
Incorporation to change the formal name of the Company from Optical Data
Systems, Inc. to ODS Networks, Inc.;
WHEREAS, Section 12 of the Plan provides in part that the Board of
Directors shall have complete power and authority to amend the Plan at any
time without the approval of the stockholders of the Company, other than for
certain transactions not applicable hereto;
WHEREAS, as a result of the change of the name of the Company, the
Company, acting through its Board of Directors, desires to amend the Plan so
as to change the name of the Plan; and
WHEREAS, this First Amendment to the Plan (the "First Amendment") has
been duly authorized and approved by the Board of Directors of the Company on
October 28, 1997;
NOW, THEREFORE, for and in consideration of the above stated premises,
the Plan is hereby amended by the First Amendment as follows:
1. AMENDMENT OF PLAN. The name of the Plan is hereby changed from the
Optical Data Systems, Inc. 1997 Employee Stock Purchase Plan to the ODS
Networks, Inc. 1997 Employee Stock Purchase Plan, effective as of October 28,
1997. All references in the Plan to the term "Plan" shall be to the ODS
Networks, Inc. 1997 Employee Stock Purchase Plan.
2. RATIFICATION OF PLAN. Except as modified in Section 1 hereof, the
Plan is hereby approved, ratified and confirmed in all respects.
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Executed and effective this 28th day of October, 1997.
ODS NETWORKS, INC.
By: /s/ G. WARD PAXTON
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G. WARD PAXTON,
President and Chief Executive Officer
ATTEST:
By: /s/ MICHAEL L. PAXTON
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MICHAEL L. PAXTON,
Secretary
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