AMENDMENT
TO
OUTSIDE DIRECTOR STOCK OPTION PLAN
This Amendment (this "Amendment") to the Outside Director Stock Option
Plan (the "Plan") of Simon Transportation Services Inc., a Nevada corporation
(the "Corporation"), is made this 5th day of October, 2000. All terms in this
Amendment shall have the meaning ascribed in the Plan, unless otherwise defined
herein.
RECITALS
WHEREAS, the Board of Directors of the Corporation has determined that
it is advisable and in the best interest of the Corporation to amend
the Plan.
NOW THEREFORE, the Plan is hereby modified, altered, and amended as
follows:
1. All references to "Dick Simon Transportation Inc." shall be deleted
and replaced with "Simon Transportation Services Inc."
2. Section 2.d. of the Plan is hereby amended to delete such section
in its entirety and replace it with the following:
d. "Fair Market Value" shall mean the closing price of the Stock on
such date, as such price is reported by The Nasdaq Stock Market, other
over-the-counter market, or stock exchange, as applicable. If no
reported quotation or sale of the Stock takes place on the date in
question, the last reported closing price of the Stock shall be
determinative.
3. Section 4 of the Plan is hereby amended to delete such section
in its entirety and replace it with the following:
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4. Option Grants.
(a) Immediately after the Annual Meeting of Stockholders of
the Company following the fiscal year ended September 30,
2000, an option to purchase five thousand (5,000) Shares shall
be granted to each non-employee director serving on the Board
as of such date (the "2000 Annual Meeting Grants"); provided,
however, that any director that has received a warrant to
purchase shall not be entitled to receive the 2000 Annual
Meeting Grants.
(b) Any individual who first becomes a non-employee director
after the 2000 Annual Meeting Grants shall be granted an
Option to purchase five thousand (5,000) Shares as of the date
the individual becomes a non-employee director.
(c) On each five-year anniversary of the date the individual
became a non-employee director, an Option to purchase an
additional (5,000) Shares shall be granted to the non-employee
director; provided that the non-employee director continues to
serve on the Board as of such date.
(d) Each Option granted pursuant to this Section 4 shall
become vested and exercisable in accordance with the following
schedule:
Vested Percentage
Of Option Date of Vesting
20% Date of Grant
40% 1st Anniversary of Date of Grant
60% 2nd Anniversary of Date of Grant
80% 3rd Anniversary of Date of Grant
100% 4th Anniversary of Date of Grant
(e) For purposes of this Plan, "Date of Grant" shall mean the
date on which an Option is granted pursuant to Section 4(a),
4(b), or 4(c).
4. Section 7(a) of the Plan is hereby amended to delete such
section in its entirety and replace it with the following:
(a) The term of each Option shall be six (6) years from the
Date of Grant thereof. All of the Shares subject to the Option
will become vested and exercisable as described in Section
4(d); provided, however, that the Board shall have the right
to accelerate the vesting schedule of any Option previously
awarded to an Optionee. The vested portion of an Option may be
exercised in whole or in part at any time during the term of
the Option. No fractional Shares will be issued upon exercise
of the Option and, if the exercise results in a fractional
interest, an amount will be paid in cash equal to the value of
such fractional interest based on the Fair Market Value of the
Shares on the date of exercise.
