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EXHIBIT 10.2
AMENDMENT TO 2000 NON-QUALIFIED STOCK OPTION PLAN
10
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AMENDMENT
TO THE
DRKOOP.COM, INC.
2000 NON-QUALIFIED STOCK OPTION PLAN
drkoop.com, Inc., a corporation organized under the laws of State of
Delaware (the "Company"), hereby adopts this Amendment to the drkoop.com, Inc.
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2000 Non-Qualified Stock Option Plan (the "Plan").
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WHEREAS, the Company has previously adopted the Plan which, among
other things, contemplated the issuance of options to purchase up to an
aggregate of 2,000,000 shares of Common Stock of the Company;
WHEREAS, the Company's Board of Directors has determined that it is in
the best interests of the Company to amend the Plan to revise the
eligibility provisions of the Plan, and to authorize the issuance of
additional shares of Common Stock under the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendment to Article I, Section III.A. Section III.A. of Article I of
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the Plan is hereby deleted and replaced to read in its entirety as follows:
A. The persons eligible to participate in the Plan shall be limited
to the following:
(i) Employees and Consultants of the Company (or its Parent or
Subsidiary corporations) who render services which contribute to the
management, growth and financial success of the Company (or its Parent
or Subsidiary corporations) and who are not Officers or Directors of
the Company;
(ii) Employees and Consultants of the Company who, as of the
date of grant of Options to them hereunder, were not previously
employed by the Company; provided, that the grant of such Options is
an inducement essential to each such individual's entering into an
employment contract with the Company; or
(iii) Officers and Directors of the Company, the grant of Options
to whom does not require approval of the Company's shareholders as a
condition to the Company's listing agreement with Nasdaq or which is
otherwise exempt from any Nasdaq shareholder approval requirement
(including without limitation, as a result of any exemptive order
issued to the Company by Nasdaq).
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2. Amendment to Article I, Section IV.A. Section IV.A. of Article I of
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the Plan is hereby deleted and replaced to read in its entirety as follows:
A. The stock issuable under the Plan shall be shares of the Company's
authorized but unissued or reacquired Common Stock. The aggregate
number of shares which may be issued under the Plan shall not exceed
20,000,000 shares. The total number of shares issuable under the Plan
shall be subject to adjustment from time to time in accordance with
the provisions of this Section IV of Article One.
I hereby certify that the foregoing Amendment to the Plan was duly adopted
by the Board of Directors of drkoop.com, Inc., effective as of August 21, 2000.
Executed on this 21st day of August, 2000.
/s/ Louis Scalpati
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Secretary
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