REVISED
AMENDMENT NO. 3
TO THE
SIMON TRANSPORTATION SERVICES INC.
INCENTIVE STOCK PLAN
THIS AMENDMENT NO. 3 TO THE SIMON TRANSPORTATION SERVICES INC.
INCENTIVE STOCK PLAN, (the "Amendment") is made this 30th day of November, 2000,
by Simon Transportation Services Inc., a Nevada corporation (the "Company"),
to be effective September 1, 2000. All terms in this Amendment shall have the
meaning ascribed in the Plan, unless otherwise defined herein.
RECITALS
WHEREAS, on August 16, 1995, all voting stockholders and all directors
of the Company adopted the Dick Simon Trucking, Inc. Incentive Stock Plan (as
amended, the "Plan");
WHEREAS, on August 16, 1996, the Company adopted Amendment No. 1 to the
Plan;
WHEREAS, as of October 21, 1997, the Company adopted Amendment No. 2 to
the Plan;
WHEREAS, on September 19, 2000, and subject to stockholder approval,
the Company's Board of Directors adopted an Amendment No. 3 to the Plan to
increase the number of shares subject to the Plan from 1,000,000 to 1,500,000;
WHEREAS, the proposed Amendment No. 3 has not yet been considered by
the Company's stockholders and the Company has determined that it is advisable
and in the best interests of the Company to revise the Amendment No. 3 to the
Plan to increase the number of shares subject to the Plan and available for
award or issuance upon the exercise of options granted under the Plan from
1,000,000 to 2,000,000, and forward such increase for stockholder approval;
WHEREAS, the Company has determined that it is advisable and in the
best interests of the Company to amend the Plan to specifically include leased
employees within the definition of "employees" under the Plan and, although not
required by the Plan, such action shall also be forwarded for stockholder
approval;
NOW THEREFORE, upon these premises and subject to the approval of the
stockholders of the Company, the Plan is hereby modified, altered, and amended
effective September 1, 2000, in the following respects only:
<PAGE>
1. Amendment.
A. Article I, Section 1.4 is deleted in its entirety and replaced
with the following:
1.4 Eligibility for Participation. All employees of the
corporation shall be eligible to participate in the Plan, and
Participants in the Plan shall be those employees selected by the
Committee from time-to-time in its sole discretion. As used herein, the
term "employee" or "employees" shall include leased employees.
B. The second sentence of Article I, Section 1.6 is hereby
deleted and replaced with the following sentence:
The maximum number of shares of Common Stock that may be
issued for all purposes under the Plan shall be Two Million
(2,000,000).
2. Effective Date. Subject to approval of the stockholders of the
Company, this amendment shall be effective as of September 1, 2000, and shall
apply to all options to be granted under the terms of the Plan on or after
September 1, 2000.
3. Ratification. In all respects, other than as specifically set forth in
Section 1 of this Amendment, the Plan shall remain unaffected by this Amendment,
the Plan shall continue in full force and effect, subject to the terms and
conditions thereof, and in the event of any conflict, inconsistency, or
incongruity between the provisions of this Amendment and any provisions of the
Plan the provisions of this Amendment shall in all respects govern and control.
To record the adoption of this Amendment by the Board, the Company has
caused its duly authorized officer to affix the corporate name hereto.
SIMON TRANSPORTATION SERVICES INC.,
a Nevada corporation
By: /s/ Alban B. Lang
-----------------------------------
Alban B. Lang, Secretary
