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EXHIBIT 10.54
AMENDMENT NO. 2 TO
RAMTRON INTERNATIONAL CORPORATION
1999 STOCK OPTION PLAN
Ramtron International Corporation's 1999 Stock Option Plan (the
"Plan") shall
be amended as follows:
I. The following text is hereby deleted from Section 2.d. of
the Plan,
entitled "Company":
"and any 'parent' corporation,
whether now or
hereafter existing, as
defined in Sections 424(e) and
(g) of the Code."
II. The following sentence is hereby inserted at the end of
Section 2.h. of
the Plan, entitled "Fair Market Value":
"Any alternative fair market
value pricing method adopted
by the Board of
Directors shall be stated the Option
Agreement and shall be
in compliance with the fair market
value pricing rules set
forth in Section 409A of the
Code."
III. The word "Company" is hereby deleted from the text of
Section 2.m. of
the Plan, entitled "Shares," and replaced with the words
"Ramtron
International Corporation."
IV. The term "95%" is hereby deleted from the text of Section
6.d of the
Plan, entitled "Exercise Price," and replaced with the term
"100%".
V. The following text is hereby inserted into Section 13 of
the Plan as new
sub-section 13.i. to read in its entirety as follows:
"i. Compliance with
Section 409A of the Code. To the
extent applicable, it is intended that this Plan and any
Option grants made hereunder comply with the provisions of
Section 409A of the Code, so that the income inclusion
provisions of Section 409A(a)(1) of the Code do not apply
to the Optionee. This Plan and any Option grants made
hereunder shall be administered in a manner consistent
with this intent. Any reference in this Plan to Section 409A
of
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