exhibit10_1.htm


    EXHIBIT 10.1

    
      

      

    

     

    FIRST
AMENDMENT TO NON-STATUTORY STOCK OPTION AGREEMENT

     

    PRIMAL
SOLUTIONS, INC.

    2006
STOCK OPTION PLAN

    


    THIS
FIRST AMENDMENT TO NON-STATUTORY STOCK OPTION AGREEMENT (the “Amended Agreement”)
is effective this 19th day of June, 2008 (the “Effective Date”),
between PRIMAL SOLUTIONS, INC., a Delaware corporation (the “Company”), and
______________________________, an employee of the Company or one or more of its
Subsidiaries (“Optionee”).  All
capitalized terms not otherwise defined herein shall have the meaning set forth
in the Primal Solutions, Inc. 2006 Stock Option Plan, as amended (the “Plan”).

     

    WITNESSETH:

    


    WHEREAS,
the Company and Optionee entered into that certain Non-Statutory Stock Option
Agreement dated as of ______ __, _____ (the “Original Agreement”),
pursuant to which Optionee has an option to purchase up to ___________ shares of
the Company’s Common Stock (prior to giving effect to the reverse stock split of
the Company’s Common Stock currently being contemplated) pursuant to the terms
and conditions of the Original Agreement; and

    


    WHEREAS,
the Company and Optionee desire to amend the Original Agreement on the terms and
conditions set forth in this First Amendment.

    


    NOW,
THEREFORE, in consideration of the promises and covenants made herein, and for
such other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

    


    
      	
              1.  

            	
              MODIFICATION
      OF THE ORIGINAL AGREEMENT

            


    

     

    
      	
              1.1  

            	
              Paragraph 3 Exercise
      of Option.  Paragraph 3 of the Original Agreement shall
      be deleted in its entirety and replaced with the
  following:

            


    

     

    3.           Exercise of
Option.  Unless expired as provided in Paragraph 5 below,
this Option may be exercised from time to time after the Date of Grant to the
extent of Shares that have vested in accordance with the vesting schedule set
forth below.  Optionee’s right to exercise the Option accrues only in
accordance with the vesting schedule set forth below and, except as otherwise
provided herein, only to the extent that Optionee remains in the continuous
employ or service of the Company or a Subsidiary as specified in the
Plan:

     

    
      	 	
               

              Vesting Date

            	
              Number
      of Shares as to which

              Option May Be Exercised

            	 
	 	
               

            	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 


    

    


     

    The
Option shall not be transferable except by will or the laws of descent and
distribution.  The Option may be exercised, during the lifetime of the
holder, only by the holder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    
      	
              1.2  

            	
              Paragraph 5 Expiration
      of Option.  Paragraph 5 of the Original Agreement shall
      be deleted in its entirety and replaced with the
  following:

            


    

     

    5.           Expiration of
Option.  The Option shall expire and become null and void upon
the first to occur of the following:  (a) the expiration of three
(3) months after Optionee ceases to be employed by or retained in the service of
the Company or any of its Subsidiaries for any reason other than termination for
cause or due to death or total disability, as specified in the Plan; (b) a
period of one (1) year shall have elapsed since Optionee’s death or total
disability, as specified in the Plan; (c) a period of ten (10) years shall
have elapsed since the Date of Grant; or (d) Optionee’s employment or
service shall have been terminated for cause.

     

    
      	
              2.  

            	
              MISCELLANEOUS

            


    

     

    
      	
              2.1  

            	
              No Other
      Amendments.  Except as expressly modified and amended
      hereby, the Original Agreement shall remain in full force and
      effect.  In the event of any conflicts between the Original
      Agreement and this First Amendment, the terms of this First Amendment
      shall control.  This First Amendment may only be modified or
      amended by a written agreement executed by the parties hereto with the
      same formalities and in the same manner as this First
      Amendment.

            


    

     

    
      	
              2.2  

            	
              Counterparts. This First
      Amendment may be executed in several counterparts and all so executed
      shall constitute one agreement, binding on all of the parties hereto,
      notwithstanding that all of the parties are not signatory to the original
      or the same counterpart.  Facsimile signatures to this First
      Amendment shall be deemed to constitute original signatures, and facsimile
      copies hereof shall be deemed to constitute duplicate original
      counterparts.

            


    

     

    
      	
              2.3  

            	
              Binding on
      Successors. This First
      Amendment shall be binding upon and shall inure to the benefit of the
      successors and permitted assigns of the parties
  hereto.

            


    

     

    
      	
              2.4  

            	
              Severability. If any provision
      of this First Amendment is declared by a court of competent jurisdiction
      to be void or unenforceable, such provision shall be deemed severed from
      the remainder of this First Amendment and the balance of this First
      Amendment shall remain in effect.

            


    

     

    
      	
              2.5  

            	
              Governing Instrument
      and Entire Agreement.  This First Amendment shall in all
      respects be governed by the terms and provisions of the Plan, which terms
      and definitions are incorporated herein by reference.  In the
      event of a conflict between the terms of the Original Agreement (as
      amended by this First Amendment) and the terms of the Plan, the terms of
      the Plan shall control.  There are no oral agreements between
      the parties relating to the subject matter hereof, and the Original
      Agreement (as amended by this First Amendment) and the terms of the Plan
      constitute the entire agreement of the parties with respect to the subject
      matter hereof.

            


    

     

    
      	
              2.6  

            	
              Lapse of
      Option.  This First Amendment shall be null and void in
      the event Optionee shall fail to sign and return a counterpart hereof to
      the Company within twenty (20) days of its delivery to
      Optionee.

            


    

     

    [Signature
page follows]

     

    


    


     

    


     


    
      
        
           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the
Company has caused this First Amendment to be executed on its behalf, and
Optionee has signed this First Amendment to evidence his/her acceptance of the
amendments made herein and of the terms hereof, all as of the date
hereof.

     

    


     

    
      	 	 	PRIMAL
      SOLUTIONS, INC.	 
	 	 	
              By:

            	
               

               

            	 
	 	 	
              Its:

            	
               

               

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Accepted and
      Agreed:	 
	 	 	OPTIONEE	 
	 	 	 	
               

               

            	 
	 	 	 	Sign Name	 
	 	 	 	
               

               

            	 
	 	 	 	Print Name	 
	 	 	 	
               

               

            	 
	 	 	 	Street
    Address	 
	 	 	 	
               

               

            	 
	 	 	 	City, State, and Zip
      Code	 
	 	 	 	
               

               

            	 
	 	 	 	Social Security
      No.