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EXHIBIT 10.1
FIRST AMENDMENT
TO
LOOMIS, FARGO & CO.
1997 STOCK OPTION PLAN
This First Amendment to the Loomis, Fargo & Co. 1997 Stock Option Plan
(this "Amendment"), dated as of August 30, 2000, amends the Loomis, Fargo & Co.
1997 Stock Option Plan (the "Plan") adopted as of August 15, 1997 by the Board
of Directors of Loomis, Fargo & Co., a Delaware corporation (the "Company").
WHEREAS, the Company has previously established the Plan whereby certain
employees of the Company have been granted options (the "Options") to purchase
shares of the common stock, $0.01 par value ("Common Stock"), of the Company;
and
WHEREAS, the Board of Directors of the Company, pursuant to resolutions
duly adopted by the Board of Directors at a meeting duly called and held on
August 30, 2000, together with the stockholders of the Company, pursuant to a
unanimous written consent of stockholders dated August 30, 2000, in accordance
with Section 10.2 of the Plan, have approved an amendment to the Plan on the
terms and conditions set forth in this Amendment.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendment of Section 6.5. Section 6.5 of the Plan is hereby amended and
restated to read in its entirety as follows:
"6.5 EXERCISE OF STOCK OPTIONS. The Stock Option exercise price shall be
paid in cash. In the discretion of the Committee, payment may also be
made by delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to
pay the exercise price. To facilitate the foregoing, the Company may
enter into agreements for coordinated procedures with one or more
brokerage firms; provided, that such agreements or procedures shall be
administrative in nature and shall not impose any special liability or
risk of loss on the Company with respect to any such transaction other
than the payment of ordinary fees and expenses necessary for
administering any such procedures. In determining whether to permit
such alternative method by which a Participant may pay the exercise
price, the Committee may consider such factors as it determines are
appropriate; provided, however, that with respect to ISOs, such
discretionary determination by the Committee shall be made at the time
of grant and specified in the Stock Option Agreement."
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2. Amendment of Section 6.8(b). Section 6.8(b) of the Plan is hereby amended
and restated to read in its entirety as follows:
"(c) Term. Each Initial Stock Option shall expire on, and shall not be
exercised on and after, the 7th anniversary of the date of grant."
3. Amendment of Section 6.8(c). Section 6.8(c) of the Plan is hereby amended
and restated to read in its entirety as follows:
"(c) Exercisability. Each Initial Stock Option shall become exercisable on
the 6th anniversary of the date of grant."
4. Amendment of Section 6.8(d). Section 6.8(d) of the Plan is hereby amended
by deleting "10th anniversary" in the first sentence and replacing it with
"6th anniversary".
5. Deletion of Section 7.2. Section 7.2 of the Plan is hereby deleted in its
entirety.
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