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EXHIBIT 10.1
FIRST AMENDMENT TO NON-STATUTORY STOCK OPTION
AGREEMENT
PRIMAL SOLUTIONS, INC.
2006 STOCK OPTION PLAN
THIS
FIRST AMENDMENT TO NON-STATUTORY STOCK OPTION AGREEMENT (the
“ Amended
Agreement ”) is effective this 19th day of June,
2008 (the “ Effective
Date ”), between PRIMAL SOLUTIONS, INC., a
Delaware corporation (the “ Company
”), and ______________________________, an employee of
the Company or one or more of its Subsidiaries (“
Optionee
”). All capitalized terms not otherwise
defined herein shall have the meaning set forth in the Primal
Solutions, Inc. 2006 Stock Option Plan, as amended (the
“ Plan
”).
WITNESSETH:
WHEREAS,
the Company and Optionee entered into that certain
Non-Statutory Stock Option Agreement dated as of ______ __,
_____ (the “ Original
Agreement ”), pursuant to which Optionee has an
option to purchase up to ___________ shares of the
Company’s Common Stock (prior to giving effect to the
reverse stock split of the Company’s Common Stock
currently being contemplated) pursuant to the terms and
conditions of the Original Agreement; and
WHEREAS,
the Company and Optionee desire to amend the Original
Agreement on the terms and conditions set forth in this First
Amendment.
NOW,
THEREFORE, in consideration of the promises and covenants made
herein, and for such other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
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1.
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MODIFICATION OF THE ORIGINAL AGREEMENT
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1.1
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Paragraph 3 Exercise of Option . Paragraph 3 of
the Original Agreement shall be deleted in its entirety and
replaced with the following:
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3.
Exercise of
Option . Unless expired as provided in
Paragraph
5 below, this Option may be exercised from time to time
after the Date of Grant to the extent of Shares that have
vested in accordance with the vesting schedule set forth
below. Optionee’s right to exercise the
Option accrues only in accordance with the vesting schedule
set forth below and, except as otherwise provided herein, only
to the extent that Optionee remains in the continuous employ
or service of the Company or a Subsidiary as specified in the
Plan:
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Vesting Date
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Number
of Shares as to which
Option May Be Exercised
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The
Option shall not be transferable except by will or the laws of
descent and distribution.
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