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Exhibit 10.1
AMENDMENT NO. 4
to the
GENESEE & WYOMING INC.
1996 STOCK OPTION PLAN
Effective April 14, 2000
(subject to subsequent ratification by the Stockholders)
WHEREAS, Genesee & Wyoming Inc., a Delaware corporation (the "Company"), has
established the Genesee & Wyoming Inc. 1996 Stock Option Plan, as heretofore
amended (the "Plan"); and
WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 19 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the further amendment to the Plan set forth herein;
NOW, THEREFORE, the Plan is hereby amended, effective April 14, 2000, as set
forth below; provided, however, that if the stockholders of the Company fail to
approve and ratify this Amendment at the next Annual Meeting of Stockholders of
the Company, then this Amendment shall be null and void and of no effect:
1. The first sentence of Section "4. Number of Shares." of the Plan is
hereby amended to provide in its entirety as follows (with the remainder of said
Section 4 being unchanged and unaffected by this Amendment and continuing in
full force and effect):
"Subject to the provisions of Section 5, the total number of shares of
the Company's Class A Common Stock, par value $.01 per share (the `Class
A Common Stock'), which may be issued under Options granted pursuant to
the Plan shall not exceed 1,050,000."
2. Except as amended hereby, the Plan shall remain in full force and
effect in accordance with its terms.
This Amendment No. 4 to the Genesee & Wyoming Inc. 1996 Stock Option Plan
was authorized, approved and adopted by the Board of Directors of the Company on
April 14, 2000, and approved and ratified by the stockholders of the Company on
May 23,2000.
/s/ Mark W. Hastings
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Mark W. Hastings, Secretary
