exv10w5



 





Amendment to and Termination of the RTW, Inc. 1994 Stock Plan




On September 20, 2007, the Board of Directors of RTW, Inc. adopted the following resolutions




     WHEREAS, the Company has adopted, and the shareholders have approved the RTW, Inc. 1994 Stock
Plan (“1994 Plan’) to permit the Company to grant incentive and non-qualified options to purchase
stock, stock appreciation rights, restricted stock and deferred stock to executives, key employees,
and non-employee directors of the Company; and



     WHEREAS, the Stock Option Agreements (“Stock Option”) issued under the 1994 Plan incorporate
by reference all of the terms of the Plan; and



     WHEREAS, Section 12.2 of the Merger Agreement provides that: (a) each outstanding option shall
automatically accelerate and be fully exercisable as of the Effective Time of the Merger (as
defined in the Merger Agreement) without regard to any installment exercise thereof; and (b) all
outstanding options as of the Effective Time of the Merger, to the extent not exercised immediately
prior to the Effective Time, be cancelled in exchange for a cash payment equal to the spread
between the exercise price of the option and the Merger Consideration times the number of
unexercised options; and



     WHEREAS, Section 5(c) of the 1994 Plan provides, in part, that: (a) notwithstanding anything
in the 1994 Plan to the contrary, the Board has the authority and discretion to vary the exercise
term of any Stock Option, if such action is deemed to be in the best interests of the Company; and
(b) in the event of a merger of the Company, the Committee may, in its discretion, provide for one
or more of the following actions: (i) the acceleration of the exercisability of any or all
outstanding Stock Options; (ii) the complete termination of the 1994 Plan and cancellation of
outstanding Stock Options not exercised prior to a date specified by the Board after a reasonable
period of time in which to exercise vested Stock Options prior to the effectiveness of such merger;



     THEREFORE, BE IT RESOLVED, that, pursuant to the authority under Section 5(c) of the 1994
Plan, each Stock Option issued under the 1994 Plan that is outstanding on the Effective Time be and
hereby is amended to add the following:




“Notwithstanding anything in the Option Agreement to the contrary, in the event of the
merger of the Company and another entity in which substantially all of the shareholders of
the Company will receive consideration in a form other than shares of the successor or
surviving entity: (a) the Option shall automatically accelerate and be fully exercisable as
of the effective time of such merger without regard to any installment exercise thereof; and
(b) if this Option is then outstanding on and remains unexercised as to any Shares as of the
effective time of the merger, then this Option shall be cancelled as of such effective time
and the Optionee shall receive, as the sole and complete consideration for the cancellation
of the Option and in lieu of any and all interest in, and right to receive Shares of common
stock of the Company or any substitute option or right in the common stock of its successor
or survivor following the merger, with respect to all of the Shares subject to such
cancelled Option as of the date of such cancellation, cash in an amount
equal to the net amount, after applicable tax withholding, of: (i) the product of the
excess, if any, of the merger consideration over the exercise price per Share (ii)
multiplied by the number of Shares subject to the Option. If the exercise price per Share of
this Option equals or exceeds the merger consideration, the cash amount shall be zero, and
the Option shall be cancelled without further payment.”



     FURTHER RESOLVED, that immediately upon the Effective Time and the consummation of the
transactions contemplated under the Merger Agreement, the 1994 Plan be and hereby is terminated,
all outstanding options are cancelled, and no further shares shall remain available for issuance
under the 1994 Plan, subject only to the payment as provided for above.