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EXHIBIT 10.2
FIRST AMENDMENT TO THE
TISM, INC.
THIRD AMENDED AND RESTATED STOCK OPTION PLAN
WHEREAS, TISM, Inc. (the "Company") adopted a stock option plan known as the
TISM, Inc. Stock Option Plan (the "Plan") for the benefit of eligible employees
as determined from time to time by its Board of Directors; and
WHEREAS, the Company has amended and restated the Plan from time to time;
and
WHEREAS, the Company most recently amended and restated the Plan effective
December 14, 1999 at which time the TISM, Inc. Third Amended and Restated Stock
Option Plan was adopted; and
WHEREAS, the Company desires to amend the Plan by a First Amendment to the
TISM, Inc. Third Amended and Restated Stock Option Agreement ("First Amendment")
effective as of March 22, 2000.
NOW, THEREFORE, the Plan is hereby amended by this First Amendment effective
as of March 22, 2000, follows:
1. Section 4 (a) of the Plan is amended in its entirety to read as follows:
"(a) Number of Shares. Subject to adjustment as provided in Section 4
(c), the aggregate number of shares of Stock that may be the subject of awards
granted under the Plan shall be 6,836,739 shares of Class A-3 Common Stock and
62,576 shares of Class L Common Stock. If any award granted under the Plan
terminated without having been exercised in full, or upon exercise is satisfied
other than by delivery of Stock, the number of shares of Stock as to which such
award was not exercised shall be available for future grants."
2. Except as amended by virtue of the provisions hereof, the provisions of
the Plan presently in effect are hereby ratified and affirmed.
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