EXHIBIT 10.45B
SECOND AMENDMENT
TO
KEWAUNEE SCIENTIFIC
CORPORATION
2000 KEY EMPLOYEE STOCK OPTION
PLAN
Paragraph 7 of the Kewaunee
Scientific Corporation 2000 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 bala
