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Exhibit
10.19.C
THIRD AMENDMENT
TO
KEWAUNEE SCIENTIFIC
CORPORATION
1991 KEY EMPLOYEE STOCK
OPTION PLAN
Paragraph 7 of the Kewaunee
Scientific Corporation 1991 Key Employee Stock Option Plan (the
“Plan”) is amended and restated as follows:
“7. Exercise of
Option; Withholding . An option may be exercised by giving
written notice to the Company, attention of the Secretary,
specifying the number of shares to be purchased. The purchase price
for the shares acquired pursuant to the exercise of an option shall
be paid, to the extent permitted by applicable law and as
determined by the Board of Directors in its sole discretion, by any
combination of the methods of payment set forth below. The Board of
Directors shall have the authority to grant options that do not
permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant options
that require the consent of the Company to utilize a particular
method of payment. The methods of payment permitted by this
Paragraph 7 are:
(a) by cash, check, bank
draft or money order payable to the Company;
(b) pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of the stock subject to the
option, results in either the receipt of cash (or check) by the
Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales
proceeds;
(c) by delivery to the
Company (either by actual delivery or attestation) of shares of
common stock of the Company;
(d) by a “net
exercise” arrangement pursuant to which the Company will
reduce the number of shares of common stock issued upon exercise by
the largest whole number of shares with a fair market value that
does not exceed the aggregate exercise price; provided,
however, that the Company shall accept a cash or other payment
from the optionee to the extent of any remaining
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