EXHIBIT 13
AMENDMENT NO. 1 TO
NONSTATUTORY STOCK OPTION AGREEMENT
This Agreement No. 1 to the Nonstatutory Stock Option Agreement by and
between Xxxxxx Xxxx ("Optionee") and Pacific Scientific Company, a California
corporation (the "Company") is dated as of December 21, 1997.
RECITALS
A. Pursuant to a Nonstatutory Stock Option Agreement dated February 18,
1997 (the "Option Agreement"), Optionee was issued an option to purchase 250,000
shares of the Company's Common Stock.
B. Section 2 of the Option Agreement contains a "change of control"
acceleration provision and the parties hereto wish to provide alternative
provisions concerning a change in control as provided for in this amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree to amend
Section 2 of the Option Agreement by adding the following at the end of that
section.
If more beneficial to Employee and notwithstanding any other
provision of this Agreement, to the extent the option
granted under this Agreement is outstanding on the date of a
Change of Control (as determined under the 1997 Pacific
Scientific Company Change in Control Severance Plan as and
if then in effect (the "Severance Plan")) the option shall
become fully vested and exercisable. Employee's rights under
the preceding sentence shall be subject to the golden
parachute limitations, and pooling of interests
limitations of Sections 4.4, 4.5 and 4.6 of the Severance
Plan.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to
be duly executed as of the date first above written.
OPTIONEE: COMPANY:
PACIFIC SCIENTIFIC COMPANY,
a California corporation
By:
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Xxxxxx Xxxx Name: Xxxxx X. Xxxxxxxxxxxxx
Title: President and Chief Operating
Officer