AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT, dated
March 11, 2002 (the "Amendment"), is entered into by and among Marvel
Enterprises, Inc. (the "Company") and Xxxxx Xxxxxxxxxx (the "Optionee").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Nonqualified Stock Option Agreement by and between the
Company and Optionee dated as of November 30, 2001 (the "Stock Option
Agreement").
WHEREAS, the Stock Option Agreement erroneously provided for
an exercise price of $3.30 per share; and
WHEREAS, the Company and Optionee desire to correct such error
by amending the Stock Option Agreement to provide for an exercise price of $3.62
per share;
NOW, THEREFORE, in consideration of the foregoing, the Company
and Optionee agree as follows:
1. Amendment of Section 2. Section 2 of the Stock Option
Agreement is hereby deleted in its entirety and restated as follows:
"2. Purchase Price. The Price at which the Optionee shall be
entitled to purchase Shares upon the exercise of the Option
shall be $3.62 per Share."
2. Full Force and Effect. Except for the amendment described
herein, the Stock Option Agreement shall remain in full force and effect.
3. Successors and Assigns. This Amendment shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties hereto.
4. Counterparts. This Amendment may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
5. Governing Law. This amendment shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of law of any jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Amendment to the Stock Option Agreement on the date
first written above.
MARVEL ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President, Business
and Legal Affairs and Secretary
OPTIONEE
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
