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EXHIBIT 10.1
AMENDMENT NO. 1
TO THE
BMC INDUSTRIES, INC.
RESTATED AND AMENDED 1994 STOCK INCENTIVE PLAN
Effective August 3, 2000, the BMC Industries, Inc. Restated
and Amended 1994 Stock Incentive Plan (the "1994 Plan") shall be amended as
follows:
Section 8.1 of the 1994 Plan is amended to include the following
additional clause at the end of the second to last sentence of such Section:
"; provided that any restriction or condition based solely on years of
service shall be for at least a period of three years and any
restriction or condition based on performance shall be for at least a
period of one year."
Section 18 of the 1994 Plan is amended to include the additional clause
at the end of the first sentence of such Section:
"; provided that no change shall be made that increases the total
number of shares of Common Stock reserved for issuance pursuant to
Options granted under the Plan (except pursuant to Section 3.3(b), 4.3
and 13 of the Plan), materially modifies the requirements as to
eligibility for participation under the Plan, or materially increases
the benefits accruing to participants under the Plan, including the
repricing of any previously granted Options, cancellation of
outstanding Options with subsequent replacement or regrant of Options
with lower exercise prices, unless such change is authorized by
shareholders of the Company."
