Exhibit 10.1
AMENDMENT #2
TO
2005 STOCK AWARD AND INCENTIVE
PLAN
WHEREAS , EDGAR Online, Inc. (the
“Company”), maintains the 2005 Stock Award and
Incentive Plan (the “Plan”) in order to aid the Company
in attracting, retaining, motivating and rewarding employees and
non-employee directors of the Company or its Subsidiaries or
Affiliates (both as defined in the Plan), to provide for equitable
and competitive compensation opportunities, to recognize individual
contributions and reward achievement of Company goals, and promote
the creation of long-term value for stockholders by closely
aligning the interests of Participants (as defined in the Plan)
with those of stockholders;
WHEREAS , the Board of Directors and the stockholders of
the Company have approved an amendment to the Plan
(“Amendment #2”) to increase the maximum number of
shares of the Company’s Common Stock, par value $0.01 per
share (the “Common Stock”), that may be issued under
the Plan by one million (1,000,000) shares of Common Stock and
to make clear that, under the Plan, the Company may not reprice
stock options or stock appreciation rights without stockholder
approval.
NOW THEREFORE,
in accordance with the foregoing,
the Plan shall be amended as follows:
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1.
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Effective as of
the date hereof, Section 4(a) of the Plan is hereby amended,
in its entirety, to read a
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