Exhibit 10.2
AMENDMENT NO. 5 TO THE STOCK OPTION PLAN FOR
NONEMPLOYEE DIRECTORS
Effective July 26, 2007, the following amendment to the Stock
Option Plan for Nonemployee Directors was adopted:
Section 12(b) of the Stock Option Plan for Nonemployee
Directors shall be amended in its entirety to read as
follows:
(b) Definition of “Change in
Control .” For purposes of Section 12(a), a
“Change in Control” means the happening of any of the
following:
(i) A majority of directors of the
Company elected by the holders of the Company’s Common Stock
shall be persons other than persons:
(A) for whose election proxies shall
have been solicited by the Board, or
(B) who are then serving as directors
appointed by the Board to fill vacancies on the Board caused by
death or resignation (but not by removal) or to fill newly-created
directorships.
(ii) 30% or more of the outstanding
voting stock of the Company is acquired or beneficially owned (as
defined in Rule 13d-3 under the Exchange Act, or any successor
rule thereto) by any person (other than the Company or a subsidiary
of the Company) or group of persons acting in concert (other than
the acquisition and beneficial ownership by a parent corporation or
its wholly-owned subsidiaries, as long as they remain wholly-owned
subsidiaries, of 100% of the outstanding voting stock of the
Company as a result of a merger which complies with paragraph
(iii)(A)(II) hereof in all respects), or
(iii) The consummation of:
