Exhibit 10.20
FIRST AMENDMENT TO
GUIDANCE SOFTWARE,
INC.
FIRST AMENDED AND RESTATED 2004
INCENTIVE AWARD PLAN
THIS FIRST AMENDMENT TO GUIDANCE
SOFTWARE, INC. FIRST AMENDED AND RESTATED 2004 INCENTIVE AWARD PLAN
(this “ First Amendment ”), is made and adopted
by Guidance Software, Inc., a Delaware corporation (the “
Company ”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them
in the Plan (as defined below).
WHEREAS, the Company maintains the
Guidance Software, Inc. First Amended and Restated 2004 Incentive
Award Plan (the “ Plan ”);
WHEREAS, pursuant to Section 17
of the Plan, the Plan may be amended from time to time by the
Company’s Board of Directors (the “ Board
”); and
WHEREAS, on March 17, 2008, the
Board unanimously approved an amendment to the Plan with respect to
annual awards to be granted to Independent Directors.
NOW, THEREFORE, effective as of
March 17, 2008, the Plan is hereby amended as follows to
reflect such Board approval:
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1.
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Section 11
of the Plan is hereby deleted in its entirety and replaced with the
following:
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2.
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The following
new Section 14(e) is hereby added to the Plan:
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“(e) Award of
Restricted Stock to Independent Directors .
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(i) 2008 Restricted Stock
Award . Each individual who is an Independent Director
immediately prior to the Company’s 2008 annual meeting of
stockholders (the “ 2008 Meeting ”) and who
continues to serve as an Independent Director following the 2008
Meeting shall automatically be awarded 7,500 Shares of Restricted
Stock effective as of the date of the 2008 Meeting (the “
2008 Restricted Stock ”). For the avoidance of doubt,
an Independent Director elected for the first time to the Board at
the 2008 Meeting shall not be entitled to receive an award of 2008
Restricted Stock on the date of such annual meeting. To the extent
otherwise eligible
