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EXHIBIT 10.27
AMENDMENT NO. 5
TO
ULTRAK, INC.
1988 NON-QUALIFIED STOCK OPTION PLAN
This Amendment No. 5 amends the Ultrak, Inc. 1988 Non-Qualified Stock
Option Plan adopted by the Board of Directors (the "Board") of Ultrak, Inc., a
Delaware corporation (the "Company"), on April 15, 1988, as amended affective
November 1, 1991, December 28, 1993 and September 27, 1996 and March 30, 1999
(the "Plan").
WITNESSETH
WHEREAS, the Plan provided that the Company may grant options to
purchase up to an aggregate of 5,000,000 shares of the Company's Common Stock,
no par value ("Common Stock"), pursuant to the Plan; and
WHEREAS, Section 4(f) of the Plan provides that the number of shares of
Common Stock for which options may be granted to persons participating under the
Plan shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from the subdivision or
consolidation of shares of Common Stock; and
WHEREAS, on December 17, 1993 the stockholders of the Company approved,
effective December 28, 1993, a one for six reverse stock split in the form of a
reclassification of the Company's Common Stock and, as a result, the authorized
number of shares of Common Stock under the Plan was revised from 5,000,000 to
833,334; and
WHEREAS, pursuant to Section 7 of the Plan, on September 27, 1996, the
Board approved an increase in the number of authorized shares of Common Stock
under the Plan from 833,334 to 1,000,000;
WHEREAS, pursuant to Section 7 of the Plan, on March 30, 1999, the
Board approved an increase in the number of authorized shares of Common Stock
under the Plan from 1,000,000 to 1,200,000.
NOW, THEREFORE, in consideration of the foregoing, effective January
24, 2000, Section 2 of the Plan is amended to read in its entirely as follows:
"2. Stock Subject to Option. Subject to adjustment as provided in
Sections 4(h) and 4(j) hereof, Options may be granted by the Company
from time to time to purchase up to an aggregate of 1,700,000 shares of
the Company's authorized but unissued Common Stock, provided that the
number of reasonable in relation to the purpose of the Program. Shares
that by reason of the expiration of an Option or otherwise are no
longer subject to purchase pursuant to an Option granted under the
Program may be re-Optioned under the Program. The Company shall not be
required, upon the exercise of any such exemption, registration or
other qualification of such shares under state or Federal law, rule or
regulation as the Company shall determine to be necessary or desirable.
This Amendment No. 5 to the Plan was adopted by the Board as of January
24, 2000.
/s/ George J. Broady
-------------------------------------
George K. Broady
Chairman of the Board
and Chief Executive Officer.
/s/ Mark L. Weintrub
-------------------------------------
Mark L. Weintrub
General Counsel and Secretary
