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Exhibit 10.3
AMENDMENT NO. 2
to the
GENESEE & WYOMING INC.
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Effective April 14, 2000
WHEREAS, Genesee & Wyoming Inc., a Delaware corporation (the "Company"), has
established the Genesee & Wyoming Inc. Stock Option Plan for Outside Directors,
as heretofore amended (the "Plan"); and
WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 14 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the amendment to the Plan set forth herein;
NOW, THEREFORE, the Plan is hereby amended, effective April 14, 2000, as set
forth below:
1. A new sentence is hereby added to Section "4(a) Grant Dates; Number
of Shares." of the Plan as the last sentence of said Section 4(a), to provide in
its entirety as follows (with the remainder of said Section 4(a) being unchanged
and unaffected by this Amendment and continuing in full force and effect):
"In addition, on April 14, 2000 (a `Grant Date'), each Participating
Director in office on such date shall automatically be granted an Option
to purchase 1,000 Shares."
2. Except as amended hereby, the Plan shall remain in full force and
effect in accordance with its terms.
This Amendment No. 2 to the Genesee & Wyoming Inc. Stock Option Plan for
Outside Directors was authorized, approved and adopted by the Board of Directors
of the Company on April 14, 2000.
/s/ Mark W. Hastings
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Mark W. Hastings, Secretary
