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Exhibit 4.6(b)
AMENDMENT, dated as of October 8, 1998, to
the Stock Option Agreement (the "Stock Option
Agreement") dated as of May 9, 1995, by and between
The American Materials & Technologies Corporation
(f/k/a The American Materials and Technologies
Corporation), a Delaware corporation (the "Company")
with its principal office at 0000 Xxxxxxx Xxxxxxxx
Xxxx, Xx Xxxxx, Xxxxxxxxxx 00000, and Xxxx X.
Xxxxxxx ("Employee").
WHEREAS, The Company has entered into an Agreement and Plan of
Merger dated as of July 8, 1998, as amended (the "Merger Agreement"), with Cytec
Industries Inc. and CAM Acquisition Corp.;
WHEREAS, pursuant to the Merger Agreement, the Company is
required to take certain actions to amend the terms of outstanding options and
warrants to purchase securities of the Company as set forth in Section 2.2(a) of
the Merger Agreement;
WHEREAS, Employee is entering into an employment agreement in
connection with the transactions contemplated by the Merger Agreement, and in
connection therewith, the Company and Employee desire to amend the terms of the
Stock Option Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment. Section 7 of the Stock Option
Agreement is hereby amended by adding to the end thereof the following:
"If the Company is a party to a reorganization or merger with one or
more other corporations, whether or not the Company is the surviving
corporation, or if the Company consolidates with or into one or more
other corporations, or if the Company is liquidated or sells or
disposes of substantially all of its assets to another corporation
(each hereinafter referred to as a "Transaction"), in any such event
while this option remains outstanding, then (a) subject to the
provisions of Section 4(b) above, after the effective date of such
Transaction, the unexercised portion of this option shall remain
outstanding, and lawful and adequate
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provision shall be made whereby Employee shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and
conditions herein specified and in lieu of the shares of Stock
immediately theretofore purchasable and receivable upon exercise of
this option, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of
outstanding shares of such Stock equal to the number of shares of Stock
immediately theretofore purchasable and receivable upon the exercise of
this option had such Transaction not taken place, and in any such case
appropriate provision shall be made with respect to the rights and
interests of Employee to the end that the provisions hereof shall
thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities or assets thereafter deliverable upon the
exercise hereof.".
SECTION 2. Acknowledgment and Agreement. Employee hereby
acknowledges and agrees that in connection with the transactions contemplated by
the Merger Agreement, the option granted pursuant to the Stock Option Agreement
shall be deemed to have been amended as set forth in Section 2.2(a) of the
Merger Agreement, and any action taken by the Board of Directors of the Company
pursuant to such Section 2.2(a) shall satisfy the requirements of Section 7 of
the Stock Option Agreement, as amended hereby.
SECTION 3. Governing Law. This Amendment shall be governed
by the laws of the State of California.
SECTION 4. Full Force and Effect. Except as specifically
amended hereby, the Stock Option Agreement shall continue in full force and
effect in accordance with the provisions thereof. As used therein, the term
"hereto" and words of similar import shall, unless the context otherwise
requires, refer to the Stock Option Agreement as amended hereby. Any reference
in any document to the Stock Option Agreement shall be deemed to be a reference
to the Stock Option Agreement as amended hereby.
THE AMERICAN MATERIALS &
TECHNOLOGIES CORPORATION
by: _________________________
Name:
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Title:
____________________________
Xxxx X. Xxxxxxx
