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EXHIBIT 4.2
BOCA RESEARCH, INC.
FIRST AMENDMENT OF 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
In accordance with the provisions of Section 14 of the Boca Research,
Inc. 1996 Non-Employee Director Stock Option Plan (the "Plan"), the Plan is
hereby amended effective as of the date of stockholder approval hereof, as
follows:
1. Section 4 of the Plan is hereby amended by deleting the Section 4 in
its entirety and replacing it in its entirety with the following:
"Subject to the availability of shares of Common Stock under the Plan,
(i) an option to purchase 10,000 shares of Common Stock will automatically be
granted to each non-employee director on the date the amendment to the Plan is
approved by the shareholders of the Company; (ii) an option to purchase 10,000
shares of Common Stock will automatically be granted to each non-employee
director who is initially elected to the Board after the approval of the
amendment to the Plan by the shareholders, upon his or her election to the
Board; and (iii) an option to purchase 10,000 shares of Common Stock will be
granted to each non-employee director on the date of each meeting of the
shareholders of the Company at which such director is reelected to the Board. In
addition, the Chairman of the Board will receive an automatic grant of an option
to purchase an additional 5,000 shares of Common Stock under the following
circumstances: (i) an option will automatically be granted to the Chairman on
the date the amendment to the Plan is approved by the shareholders of the
Company; and (ii) an option will automatically be granted to the Chairman upon
his or her initial election to the Board or reelection as Chairman."
2. The following new Section 7(b) of the Plan is hereby inserted and
the other sections are renumbered accordingly:
"7(b) Options granted on and after the date of amendment of the Plan
shall vest in full on the date of grant and shall be fully exercisable."
3. This Amendment shall take effect as of the date of its adoption by
the Board of Directors of Boca Research, Inc. and upon its approval by the
Stockholders of Boca Research, Inc. in accordance with the provisions of Section
14 of the Plan.
4. Except as hereinabove provided, the Plan is hereby ratified and
confirmed in all respects.
Boca Research, Inc.
By: /s/ Robert W. Federspiel
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Robert W. Federspiel
Secretary
Adopted by the Board of Directors: January 5, 1998
Adopted by the Stockholders: May 18, 1998
