exv10w2



 





Exhibit 10.2




AMENDMENT NO. 5 TO THE STOCK OPTION PLAN FOR

NONEMPLOYEE DIRECTORS




Effective July 26, 2007, the following amendment to the Stock Option Plan for Nonemployee Directors
was adopted:



Section 12(b) of the Stock Option Plan for Nonemployee Directors shall be amended in its entirety
to read as follows:




     (b) Definition of “Change in Control.” For purposes of Section 12(a), a
“Change in Control” means the happening of any of the following:




     (i) A majority of directors of the Company elected by the holders of the
Company’s Common Stock shall be persons other than persons:




     (A) for whose election proxies shall have been solicited by the
Board, or




     (B) who are then serving as directors appointed by the Board to fill
vacancies on the Board caused by death or resignation (but not by removal)
or to fill newly-created directorships.




     (ii) 30% or more of the outstanding voting stock of the Company is acquired or
beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or any
successor rule thereto) by any person (other than the Company or a subsidiary of
the Company) or group of persons acting in concert (other than the acquisition and
beneficial ownership by a parent corporation or its wholly-owned subsidiaries, as
long as they remain wholly-owned subsidiaries, of 100% of the outstanding voting
stock of the Company as a result of a merger which complies with paragraph
(iii)(A)(II) hereof in all respects), or




     (iii) The consummation of:




     (A) a merger or consolidation of the Company with or into another
entity other than




     (I) a merger or consolidation with a subsidiary of the
Company, or




     (II) a merger in which the persons who were the beneficial
owners, respectively, of the outstanding Common Stock and
outstanding voting stock of the Company immediately prior to such
merger beneficially own, directly or indirectly, immediately after
the merger, a majority of, respectively, the then outstanding
common stock and the then outstanding voting stock of the
surviving entity or its parent entity, or




     (B) an exchange, pursuant to a statutory exchange of shares of
outstanding voting stock of the Company held by shareholders of the
Company immediately prior to the exchange, of shares of one or more
classes or series of outstanding voting stock of the Company for cash,
securities, or other property, except for voting securities of a direct or
indirect parent entity of the Company (after giving effect to the
statutory share exchange) owning directly, or indirectly through
wholly-owned subsidiaries, both beneficially and of record 100% of the
outstanding voting stock of the Company immediately after the




 









 






statutory share exchange if (i) the persons who were the beneficial
owners, respectively, of the outstanding voting stock of the Company and
the outstanding Common Stock of the Company immediately before such
statutory share exchange own, directly or indirectly, immediately after
the statutory share exchange a majority of, respectively, the voting power
of the then outstanding voting securities and the then outstanding common
stock (or comparable equity interest) of such parent entity, and (ii) all
holders of any class or series of outstanding voting stock of the Company
immediately prior to the statutory share exchange have the right to
receive substantially the same per share consideration in exchange for
their outstanding voting stock of the Company as all other holders of such
class or series (except for those exercising statutory dissenters’
rights), or




     (C) the sale or other disposition of all or substantially all of the
assets of the Company (in one transaction or a series of transactions), or




     (iv) The approval by the shareholders of the Company of the liquidation or
dissolution of the Company.