Exhibit 10.1
AMENDMENT TO
INCENTIVE STOCK
OPTION
granted by
AWARE, INC.
under the
1996 STOCK OPTION
PLAN
Pursuant to Section 2.2 of the Aware, Inc. 1996
Stock Option Plan, the Option(s) listed at Schedule A hereto is/are
hereby amended as follows:
The FIFTH
section of such Option(s) is deleted in its entirety, and replaced
with the following:
FIFTH : This Option is not
transferable by the Holder or by operation of law, otherwise than
by will or under the laws of descent and distribution.
This Option is exercisable only by the Holder
during the Holder’s lifetime and by the Holder only while he
or she is providing services to the Company, except that if the
services of the Holder are terminated for any of the following
reasons, the Holder shall have the right to exercise this Option
within two years after the date of such termination of services
(but not later than the expiration date of this Option) with
respect to the shares which were purchasable by the Holder by
exercise of this Option at the time of such termination of
services:
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(i)
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Termination of
services by the Holder;
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(ii)
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Termination of
services by the Company; or
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(iii)
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Termination of
services by Normal Retirement (as defined in the Plan).
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Notwithstanding the foregoing, in the event of
the death of the Holder prior to termination of the Holder’s
services to the Company and prior to the date of expiration of this
Option, the Holder’s executors, administrators or any
individual or individuals to whom this Option is transferred by
will or under the laws of descent and distribution, as the case may
be, shall have the right to exercise this Option with respect to
the number of shares purchasable by the Holder at the date of death
at any time within two years after the date of such death (but not
after the expiration date of this Option).
Notwithstanding the foregoing, in the event of
the Disability (as defined in the Plan) of the Holder prior to
termination of the Holder’s services to the Company and prior
to the date of expiration of this Option, the Holder shall have the
right to exercise this Option at any time within two years after
the date of such Disability (but not after the expiration date of
this Option) with respect to the number of shares which were
purchasable by the Holder at the date of such
Disability.
IN WITNESS WHEREOF, the Company has caused this
Amendment to be executed in its name and on its behalf
as of the 9th day of September, 2009.
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AWARE,
INC.
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By:
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[add title]
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The undersigned
Holder hereby acknowledges receipt of this Amendment.
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HOLDER
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[add Holder’s
name]
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SCHEDULE A
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Name of
Holder:
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Date of
Grant:
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Maximum number
of shares for which
the Option is
exercisable:
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Exercise
(purchase) price per share:
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Expiration date
of the Option:
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AMENDMENT TO
NONQUALIFIED STOCK
OPTION
granted by
AWARE, INC.
under the
1996 STOCK OPTION
PLAN
Pursuant to Section 2.2 of the Aware, Inc. 1996
Stock Option Plan, the Option(s) listed at Schedule A hereto is/are
hereby amended as follows:
The FIFTH
section of such Option(s) is deleted in its entirety, and replaced
with the following:
FIFTH : This Option is not
transferable by the Holder or by operation of law, otherwise than
by will or under the laws of descent and distribution.
This Option is exercisable only by the Holder
dur
