Exhibit 10.1


 


OPTION
EXTENSION AMENDMENT


 


Scotsman
Holdings, Inc.


1994
Employee Stock Option Plan


 


1.             Option
Term Extended.  Each Eligible Option
is hereby amended to extend the scheduled expiration date of its original term
from March 30, 2005 to March 1, 2007.


 


2.             Single
Exercise Date.  If an Eligible Option
remains outstanding after March 30, 2005, it can thereafter be exercised only
on a single day which shall be the earliest of the following:


 


(i)                                     March 1, 2007;


 


(ii)                                  In the case of the optionee’s death, the
last day on which the option would otherwise have been exercisable but for this
paragraph 2, under the provisions of the Plan as previously in effect;


 


(iii)                               If the optionee’s employment terminates
for a disability that qualifies as such under both Code section 409A and the
applicable provisions of the Plan as previously in effect, the last day on
which the option would otherwise have been exercisable but for this paragraph
2, under the provisions of the Plan as previously in effect;


 


(iv)                              If optionee’s employment terminates other
than for cause, except for an optionee who is either a corporate officer or a
one percent owner subject to the “specified employee” rule of Code section
409A, the last day on which the option would otherwise have been exercisable
but for the provisions of this paragraph 2, under the provisions of the Plan as
previously in effect;


 


(v)                                 If the optionee’s employment terminates
other than for cause, in the case of an individual subject to the “specified
employee” rule of Code section 409A, six months after such termination of
employment;


 


(vi)                              In the case of a change of control as
defined in the Plan which also qualifies as a change of control under Code
section 409A, the last day on which the option would have been exercisable but
for the provisions of this Paragraph 2, under the provisions of the Plan as
previously in effect (but there shall be no actual or deemed exercise on a
change of control that does not qualify as such under the Plan and section 409A
of the Code); or


 


(vii)                           The later of (x) 180 days after the
effective date of a Registration statement on Form S-1 relating to the initial
public offering of common equity of the Company (or any successor) (the “IPO”)
or (y) the expiration date of any underwriters’ lock-up signed by the
undersigned related to the IPO, if and to the extent permitted by Code section
409A.


 


3.             Eligible
Options.  The “Eligible Options”
affected by this amendment are options issued under the Scotsman Holdings, Inc.
1994 Employee Stock Option Plan (the “Plan”) which meet all of these
conditions:


 


(i)                                     The option was issued on March 31, 1995;


 


(ii)                                  The original term of the option was
scheduled to expire on March 30, 2005; and


 


(iii)                               The option was outstanding but not yet
exercised at the start of business on March 30, 2005.


 


4.             Plan
and Option Agreement Continue. 
Except as amended hereby, the option shall continue to be subject to all
of the terms and provisions of the relevant stock option agreement, the Plan
and any other applicable agreement including any relevant stockholders
agreement.


 


5.             Conditions
Subsequent.  This amendment shall be
immediately effective as to each optionee, subject only to the following
conditions subsequent:


 


(i)                                     Shareholder approval of the amendment by
March 30, 2005; and


 


(ii)                                  If requested by the Company, the
Optionee’s delivery to the Company of an executed copy of this agreement and an
investment representation which is in form and substance satisfactory to this
Committee, by March 30, 2005 or such other date as the Committee may require.


 


 





















 


6.             Reserved
Rights.  The option as amended hereby
is intended to comply with all applicable deferral and distribution
requirements of section 409A of the Code relating to deferred
compensation.  The Committee may, in its
sole discretion, modify or terminate the option agreement (after appropriate
notice, so as to allow exercise prior to option termination) as needed to
satisfy section 409A of the Code or other applicable law or to accomplish the
intended purposes of the Plan and this amendment.


 


7.             Optionee
Representation and Execution.  The
benefit of this amendment shall not be available to an optionee who fails to
execute the investment representation referred to in Paragraph 5 above.  The optionee shall enjoy all benefits of the
option as previously in effect through and until the close of business on March
30, 2005.  By signing below, the optionee
acknowledges that he was not obliged to accept the benefits of this amendment
and was free to exercise the option as previously in effect through the close
of business on March 30, 2005.


 


Name of Optionee:                                                                                 



 


 


Signature of
Optionee:                                                                            


 


Scotsman Holdings,
Inc.


By:                                                                                             


 


Date: