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EXHIBIT 10.2
AMENDMENT NO. 5 TO
DAY RUNNER, INC.
1995 STOCK OPTION PLAN
Section 3 of the Day Runner, Inc. 1995 Stock Option Plan is
hereby amended to read in its entirety as follows:
"3. SHARES RESERVED. The maximum aggregate number of Shares
reserved for issuance pursuant to the Plan shall be 2,400,000
shares or the number of shares of stock to which such shares
shall be adjusted as provided in Section 10 of the Plan. Such
number of Shares may be set aside out of authorized but
unissued Shares not reserved for any other purpose, or out of
issued Shares acquired for and held in the treasury of the
Company from time to time.
Shares subject to, but not sold or issued under, any Option
terminating, expiring or canceled for any reason prior to its
exercise in full, shall again become available for Options
thereafter granted under the Plan, and the same shall not be
deemed an increase in the number of Shares reserved for
issuance under the Plan. Any Shares which may be tendered,
actually or by attestation, by an Optionee as full or partial
payment in connection with the exercise of any Option under
the Plan shall again be available for Options thereafter
granted during the remainder of the term of the Plan."
Dated: September 30, 1999
