EXHIBIT 99.4
AMENDMENT NO. 1 TO
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT, made as of the 28th day of May, 1998, by and between XXXXXX
REALTY TRUST, INC., a Missouri corporation (hereinafter called the "Company"),
and XXXXXXX X. XXXXXX (hereinafter called "Optionee"),
WITNESSETH THAT:
WHEREAS, Optionee is serving as Chief Executive Officer of the Company and,
in connection therewith, the Board of Directors of the Company ("Board of
Directors") have heretofore granted to Optionee a stock option pursuant to the
terms of that certain Nonqualified Stock Option Agreement dated as of March 1,
1998 by and between the Company and Optionee (the "Nonqualified Stock Option
Agreement");
WHEREAS, Optionee and the Company desire to amend such Nonqualified Stock
Option Agreement as of the date hereof in the manner set forth below.
NOW, THEREFORE, in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:
1. The parties hereto agree to add a new Paragraph 9 to the Nonqualified
Stock Option Agreement as follows:
"9. Certain Limitations. Notwithstanding anything to the contrary
contained herein or elsewhere, the option granted to Optionee pursuant to
Paragraph 1 hereof shall automatically become void ab initio (from the
beginning) without any further action on the part of any party whatsoever
to the extent, and only to the extent, that the existence of such option or
the exercise of such option with respect to any given share of Common Stock
on the terms set forth herein by the Optionee would violate or would result
in the violation of any of the terms and conditions of the Bylaws of the
Company, including, without limitation, the provisions of Section 8.8(a) of
the Bylaws relating to the 9.8% ownership limitation set forth therein.
This provision shall not affect the option in any manner whatsoever to the
extent that the existence or exercise of such option will not or will not
result in a violation of the terms of the Bylaws of the Company."
2. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.
3. Except as specifically amended hereby, the terms and conditions of the
Nonqualified Stock Option Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on
its behalf by its President, pursuant to due authorization, and Optionee has
signed this Agreement to evidence his agreement to the foregoing Amendment, all
as of the date first above written.
XXXXXX REALTY TRUST, INC.
By /s/ Xxxxxxxx X. Xxxxxx
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President
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
