INCENTIVE STOCK OPTION AGREEMENT
This First Amendment to Incentive Stock Option Agreement (the "Amendment"),
dated as of August 23, 1999, is entered into by and between Xxxxxxx X. Xxxxxxxxx
("Optionee") and Mobility Electronics, Inc. (the "Company"). Capitalized terms
used herein but not defined herein shall have the respective meanings ascribed
to them in the Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Winterich and the Company are parties to that certain Incentive
Stock Option Agreement, dated as of April 12, 1999, pursuant to which Optionee
was granted options to purchase up to 100,000 shares of the Company's common
stock (the "Agreement"); and
WHEREAS, Winterich and the Company desire to amend the Agreement to the
extent provided herein;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
A. AMENDMENT TO AGREEMENT. The Agreement is hereby amended as follows:
(i) The first sentence of Section 1 of the Agreement is hereby amended
to read in its entirety as follows:
"Under the terms and conditions of the Company's Amended and Restated
1996 Long Term Incentive Plan (the "Plan"), a copy of which is attached
hereto and incorporated herein by reference, the Company grants to the
Optionee an option (the "Option") to purchase from the Company all or
any part of a total of 100,000 shares of the Company's common stock, par
value $0.01 per share, at a purchase price of $2.00 per share."
(ii) Section 2 of the Agreement is hereby amended to read in its
entirety as follows:
"2. CHARACTER OF OPTION. The Option is an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); provided, however, that to the extent
the Option does not qualify as an incentive stock option by virtue of
exceeding the $100,000 limitation in Section 422(d) of the Code, the
Option shall be treated as an option other than an incentive stock
B. TERMINATION OF AMENDMENT. Notwithstanding anything contained herein to
the contrary, this Amendment shall be considered null and void and to have never
existed in the event that Optionee ceases to be an employee of the Company on or
prior to the first to occur of the following: (i) December 31, 2000; (ii) the
consummation of an initial public offering by the Company; (iii) the
consolidation or merger of the Company with or into another business entity
pursuant to which immediately following such consolidation or merger, the
Company's stockholders fail to hold at least a majority of the voting stock of
the surviving entity; or (iv) the sale or other transfer in a single transaction
or a series of related transactions of all or substantially all of the assets of
the Company, except to a subsidiary of the Company.
(1) Except as specifically provided herein, the Agreement shall remain
in full force and effect.
(2) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
MOBILITY ELECTRONICS, INC.
By: /s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Chief Executive Officer
/s/ XXXXXXX X. XXXXXXXXX
Xxxxxxx X. Xxxxxxxxx