INCENTIVE STOCK OPTION AGREEMENT
AMENDMENT (this "Amendment") is dated as of December 20, 2004 between
Cover-All Technologies Inc., a Delaware
corporation (the "Corporation"), and
WHEREAS, the Corporation and the Recipient are parties to that certain
Incentive Stock Option Agreement (the "Stock Option Agreement") evidencing the
grant of certain options to purchase an aggregate of 250,000 shares of the
Corporation's common stock, $.01 par value per share (the "Options"), subject to
adjustment, granted to the Recipient under the 1995 Employee Stock Option Plan
of the Corporation (as amended, the "Plan"); and
WHEREAS, the Plan provides that the Corporation may amend such Stock
Option Agreement with the consent of the Recipient;
WHEREAS, the Corporation and the Recipient desire to amend the Stock
Option Agreement as set forth in this Amendment; and
WHEREAS, the Board of Directors of the Corporation has authorized that
the Stock Option Agreement be amended as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual covenants and promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Corporation and the Recipient hereby agree as follows:
1. Notwithstanding any provisions to the contrary in the Stock
Option Agreement, the Options granted pursuant to such Stock Option Agreement
shall remain exercisable until, and shall terminate on, December 20, 2007.
2. The Corporation and the Recipient acknowledge and agree that the
amendment to the Stock Option Agreement as set forth in Section 1 of this
Amendment is in accordance with the terms of such Stock Option Agreement and the
Plan under which such agreement was executed.
3. This Amendment represents the entire understanding of the
Corporation and the Recipient regarding the subject matter hereof. Any oral or
written agreements, representations, written inducements, or other
communications made prior to the execution of this Amendment with respect to the
subject matter hereof shall be void and ineffective for all purposes.
4. Nothing in this Amendment shall extend the actual employment or
other service relationship of the Recipient, nor be construed as a contract of
employment or service relationship between the Corporation and the Recipient, or
as a contractual right of the Recipient to continue in the employ of, or in a
service relationship with, the Corporation for any period of time.
5. The validity, construction and effect of this Amendment shall be
determined exclusively in accordance with the laws of the State of New York
without regard to its provisions concerning the applicability of laws of other
IN WITNESS WHEREOF, the Corporation and the Recipient have executed this
Amendment as of the date first written above.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Ann F. Massey
Name: Ann F. Massey
/s/ John Roblin
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