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EXHIBIT 4.4
AMENDMENT
TO THE
1995 DIRECTOR OPTION PLAN
OF ARTHROCARE CORPORATION
Pursuant to the authority reserved to the Board of Directors (the "Board")
of ArthroCare Corporation, a corporation organized under the laws of the State
of Delaware (the "Company"), under Section 11(a) of the Company's 1995 Director
Option Plan (the "Plan"), the Board hereby amends the Plan as follows:
1. Definitions. Section 2 of the Plan is amended to add the following
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definition of "Change of Control" as subsection (r):
"(r) "Change of Control" means (i) any consolidation or merger of the
Company with or into any other corporation or other entity or person in which
the stockholders of the Company prior to such consolidation or merger own less
than fifty percent (50%) of the voting power of the Company (or any successor
entity) immediately after such consolidation or merger; or (ii) a sale of all or
substantially all of the assets of the Company."
2. Stock Subject to the Plan. The first sentence of Section 3 of the Plan
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is amended to read in its entirety as follows:
"Subject to the provisions of Section 10 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the Plan is
245,000 (without giving effect to the two-for-one stock split of the Company's
Common Stock approved by the Board on March 24, 2000) Shares (the "Pool") of
Common Stock."
3. Administration of and Grants of Options Under the Plan.
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(a) Subsection 4(a)(ii) is amended to read in its entirety as
follows: "Each Outside Director who becomes a Director following the date of
this Amendment shall be automatically granted an Option to purchase 25,000
Shares (without giving effect to the two-for-one stock split of the Company's
Common Stock approved by the Board on March 24, 2000) (the "First Option") on
the date on which such person first becomes a Director, whether through election
by the shareholders of the Company or appointment by the Board to fill a
vacancy."
(b) Subsection 4(b)(iii) is amended to read in its entirety as
follows: "Each Outside Director shall be automatically granted an Option to
purchase 7,500 Shares (without giving effect to the two-for-one stock split of
the Company's Common Stock approved by the Board on March 24, 2000) (a
"Subsequent Option") on the date of the Company's Annual Meeting of Shareholders
upon such Outside Director's Re-election, if on such date, he shall have served
on the Board for at least six (6) months."
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4. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset
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Sale of Change of Control.
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(i) Subsection 10(c) is amended to read in its entirety as follows:
"(c) Change of Control. In the event of a Change of Control, then
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(i) with respect to Options held by participants in the Plan whose status as a
Director has not terminated prior to such event, the vesting of such Options
shall be accelerated and made fully exercisable at least ten (10) days prior to
the effective time of the Change of Control (and the Options shall be terminated
if not exercised prior to the effective time of such Change of Control), and
(ii) any other Options outstanding under the Plan shall be terminated if not
exercised prior to the effective time of the Change of Control."
(ii) The following Subsection 10(d) is added to Section 10 of the
Plan as follows:
"(d) Pooling of Interests Transactions. Notwithstanding the
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foregoing, in the event that the Company becomes a party to a
transaction that is intended to qualify for "pooling of interests"
accounting treatment and, but for one or more of the provisions of
this Plan would so qualify, then this Plan shall be interpreted so as
to preserve such accounting treatment, and to the extent that any
provision of the Plan would disqualify the transaction from pooling of
interests accounting treatment, then such provision shall be null and
void. All determinations to be made in connection with the preceding
sentence shall be made by the independent accounting firm whose
opinion with respect to "pooling of interests" treatment is required
as a condition to the Company's consummation of such transaction."
5. This Amendment shall be submitted for approval at the
annual meeting of shareholders of the Company scheduled to be held on
June 5, 2000, or any postponement or adjournment thereof. Such
shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law.
* * * * * * * * * *
I hereby certify that the foregoing Amendment to the Plan was duly adopted
by the Board of Directors of ArthroCare Corporation, effective as of March 24,
2000.
Executed on this 27 day of July, 2000.
/s/ Michael W. Hall
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Secretary
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