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EXHIBIT 4.3
FIRST AMENDMENT TO THE
SECURITY ASSOCIATES INTERNATIONAL, INC.
STOCK OTPION PLAN
The Security Associates International, Inc. Stock Option Plan shall be
amended, effective May 23, 2000, as follows:
Article II ("SHARES SUBJECT TO THE PLAN") shall be amended to read as
follows:
The aggregate number of Shares as to which Options may be granted from
time to time shall be Two Million Eight Hundred Thousand (2,800,000) Shares
(subject to adjustments for stock splits, stock dividends, and other
adjustments described in Article VI hereof); provided, however, that, in
accordance with Section 162(m) of the Code, the aggregate number of Shares
as to which Options may be granted in any calendar year to any one Key
Employee shall not exceed Four Hundred Thousand (400,000) (subject to
adjustment for stock splits, stock dividends, and other adjustments
described in Article VI hereof).
If an Option ceases to be "outstanding" in whole or in part, the
Shares which were subject to such Option, if the Option was not exercised,
shall be available for the granting of other Options. Any Option shall be
treated as "outstanding" until such Option is exercised in full, terminates
or expires under the provisions of the Plan or Option Agreement, or is
canceled by agreement of the Company and the Participant.
Subject to the provisions of Article VI, the aggregate number of
Shares as to which Incentive Options may be granted shall be subject to
change only by means of an amendment of the Plan duly adopted by the
Company and approved by the stockholders of the Company within one year
before or after the date of the adoption of any such amendment.
