mis_10q0629ex101b.htm


     

    Exhibit
10.1b


     


    Amendment
to the

    MISCOR Group, Ltd. 2005
Stock Option Plan

    


    This Amendment to the MISCOR Group,
Ltd., 2005 Stock Option Plan, as amended (the “Amendment”) is made as of
February 7, 2008, by MISCOR Group, Ltd., an Indiana corporation (the “Corporation”).

    


    RECITALS

    


    WHEREAS, the Board of Directors and
shareholders of the Corporation duly approved and adopted the MISCOR Group,
Ltd., 2005 Stock Option Plan on August 23, 2005, as amended (name change only)
on May 1, 2007 (the “Plan”);

    


    WHEREAS, pursuant to Section 4 of the
Plan, after giving effect to the 1-for-25 reverse stock split of the
Corporation’s common stock, without par value (“Common Stock”), that occurred
on January 14, 2008, there are currently reserved for issuance upon the exercise
of Options granted under the Plan 80,000 shares of Common Stock, which may be
either authorized but unissued shares of the Corporation or issued shares held
by the Corporation as treasury shares;

    


    WHEREAS, also pursuant to Section 4 of
the Plan, the number of shares for which Options may be granted under the Plan
shall not exceed the number of shares of Common Stock reserved for issuance
under the Plan as set forth above; and

    


    WHEREAS, the Corporation desires to
increase the number of shares of Common Stock for which Options may be granted
under the Plan to provide for the issuance of additional shares to participants
under the Plan.

    


    NOW, THEREFORE, the Plan is amended as
follows:

    


    1.           Stock Subject to the
Plan.  Subject to Section 2 hereof, the
first sentence of Section 4 of the Plan shall be amended and restated in its
entirety to read as follows:

    


    “There shall be reserved for issuance
upon the exercise of Options granted under the Plan, two hundred thousand
(200,000) (post-reverse-split) shares of Common Stock, which may be either
authorized but unissued shares of the Corporation, or issued shares heretofore
or hereafter reacquired by the Corporation and held as treasury
shares.”

    


    2.           Effective Date of
Amendment.  This Amendment shall be effective as of the date on
which the Board of Directors of the Corporation shall have approved this
Amendment, provided that the shareholders of the Corporation also approve this
Amendment within 12 months after the date of approval by the Board.

    


    3.           General.  Capitalized
terms used in this Amendment but not otherwise defined herein shall have the
meanings given to such terms under the Plan.  All other
provisions


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    contained
in the Plan and not otherwise amended pursuant hereto shall remain unchanged and
shall continue in full force and effect.  Except as expressly provided
herein, the Plan and this Amendment shall be construed, wherever possible, in a
manner consistent with one another, but in the event of any irreconcilable
inconsistencies, this Amendment shall control.

    


    The Corporation has caused this
Amendment to the MISCOR Group, Ltd., 2005 Stock Option Plan to be executed as of
the date first above written.

    


    


    
      	 
      	
              MISCOR
      Group, Ltd.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      John A. Martell

            
	 
      	 
      	
              Name:
      John A. Martell

            
	 
      	 
      	
              Title:
      President and Chief Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Adopted
      by the Board of Directors of MISCOR Group, Ltd., as of February 7,
      2008

            
	 
      	 
      	 
      
	 
      	 
      	
              Adopted
      by the Shareholders of MISCOR Group, Ltd., as of May 15,
    2008