FIRST AMENDMENT
TO
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
ROCKY MOUNTAIN INTERNET, INC.
1997 STOCK OPTION PLAN
THIS FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT, effective as of
the 1st day of October, 1997, between Rocky Mountain Internet, Inc. (the
"Company") and Xxxxxxx X. Xxxxxx (the "Optionee").
RECITALS:
WHEREAS, the Company and Optionee entered into the Incentive Stock Option
Agreement pursuant to Rocky Mountain Internet, Inc. 1997 Option Plan dated the
1st day of October, 1997;
WHEREAS, the Company made an error in calculating 110% of the Fair Market
Value of the Stock as $2.25 rather than the correct value of $2.6125 on the date
of granting of the Options;
WHEREAS, the prior Board of Directors planned to maximize the Incentive
Stock Options granted to the Optionee and based on the corrected Fair Market
Value of the Options, the number of shares granted pursuant to this Agreement
should be 191,385 shares (not 222,220 shares); and
WHEREAS, Paragraph 12 of the Agreement provides that the Board may amend
the Agreement for the purpose of promoting the objectives of the Plan and the
current Board of Directors now desires to correct the error of the prior Board
of Directors and amend the Incentive Stock Option Agreement effective as of the
1st day of October, 1997.
NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, the parties hereby mutually covenant and agree
as follows:
1. Section 1 of such Agreement is hereby replaced in its entirety as follows:
1. GRANT OF OPTION. Subject to the terms and conditions
set forth herein and the Plan, the Company hereby grants to
the Optionee for the period commencing on the date of this
Agreement and ending on the date five (5) years from the
date of this Agreement (the "Option Period") incentive stock
options (the "Option") to purchase from the Company, at a
price of $2.6125 per share, up to but not exceeding in the
aggregate One Hundred Ninety One Thousand Three Hundred
Eighty Five
(191,385) shares of the Company's common stock, $0.001 par value
("Stock"), such number being subject to adjustment as provided in the
Plan.
2. Schedule A to the Incentive Stock Option Agreement shall be amended in its
entirety as set forth on Schedule A attached hereto and incorporated herein by
this reference.
3. The parties further agree that the provisions hereof are incorporated in
and made a part of the Agreement and, to the extent that these provisions
conflict with the provisions of the Agreement, the provisions hereof shall
control. The parties further agree that, except as otherwise expressly provided
herein, the provisions of the Agreement continue in full force and effect. Any
terms not expressly defined herein shall have the meaning as set forth in the
Plan and Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Optionee has hereunto set the Optionee's
hand, all effective as of the day and year first above written.
Rocky Mountain Internet, Inc.
By:
---------------------------------
Xxxxx X. Xxxxx
Corporate Secretary
The Optionee
---------------------------------
Xxxxxxx X. Xxxxxx
SCHEDULE A
TO THE
INCENTIVE STOCK OPTION AGREEMENT
SHARES OF STOCK FIRST EXERCISABLE
38,277 First anniversary date
of this Agreement
38,277 Second anniversary date
of this Agreement
38,277 Third anniversary date
of this Agreement
38,277 Fourth anniversary date
of this Agreement
38,277 Fifth anniversary date
of this Agreement
