**EXHIBIT 10.22**

 

**ZOMAX INCORPORATED**

**2004 EQUITY INCENTIVE PLAN**

**AMENDMENT ADOPTED**

**November 9, 2005**

 

Section 10(b) isamended and restated in its entirety to read as follows:

 

“(b)                           Termand Exercisability of Nonqualified Stock Option. The term during which anynonqualified stock option granted under the Plan may be exercised shall beestablished in each case by the Administrator. The Option Agreement shall statewhen the nonqualified stock option becomes exercisable and shall also state themaximum term during which the option may be exercised; provided, however,that no nonqualified stock options shall become exercisable prior to the firstanniversary of the date of the grant. The Administrator may accelerate theexercise date of any nonqualified stock option granted hereunder; if suchacceleration is pursuant to an event of an acquisition of the Company throughthe sale of substantially all of the Company’s assets and the consequentdiscontinuance of its business, or through a merger, consolidation, exchange, reorganization,reclassification, extraordinary dividend, divestiture or liquidation of theCompany (collectively referred to as a “transaction”) as permitted under Section 12hereof, the nonqualified stock option may become exercisable prior to thefirst anniversary of the date of grant.”

 

Section 17(b) isamended and restated in its entirety to read as follows:

 

“(b)                           Risksof Forfeiture. The Restricted Stock Agreement shall set forth the risks offorfeiture which shall apply to the shares of Stock covered by the restrictedstock award, and shall specify the manner in which such risks of forfeitureshall lapse. The risks of forfeiture for all shares of Stock subject to theaward shall not lapse prior to the third anniversary of the date of the awardunless the award is Performance Based, in which case the risks of forfeitureshall not lapse prior to the first anniversary of the date of the award. TheCompany’s Compensation Committee, provided it is comprised entirely ofindependent directors, may grant restricted stock awards, the risk offorfeiture of which may lapse prior to the third anniversary of the dateof the award; provided, however, that the number of shares of Stock subject tosuch awards shall not exceed ten percent (10%) of the total shares of Stockauthorized by the Plan. Taking into account the foregoing restrictions, theAdministrator may, in its sole discretion, modify the manner in which suchrisks of forfeiture shall lapse but only with respect to those shares of Stockwhich are restricted as of the effective date of the modification; provided,however, that if such modification is pursuant to an event of an acquisition ofthe Company through the sale of substantially all of the Company’s assets andthe consequent discontinuance of its business, or through a merger,consolidation, exchange, reorganization, reclassification, extraordinarydividend, divestiture or liquidation of the Company (collectively referred toas a “transaction”) as permitted under Section 12 hereof, the risks offorfeiture may lapse prior to the first anniversary of the date of theaward or the third anniversary of the date of the award, as the case may be.”

 

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