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EXHIBIT 10.1.4
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
OF
COSTCO WHOLESALE CORPORATION
The undersigned, being all of the members of the Board of Directors of
Costco Wholesale Corporation, a Washington corporation (the "Company") acting by
unanimous written consent in lieu of a meeting, hereby consent to the adoption
of the following resolutions and approve and adopt such resolutions with the
same force and effect as if they were approved and adopted at a duly constituted
meeting of the directors of the Company.
WHEREAS, the Company's 1993 Combined Stock Grant and Stock Option Plan
(the "Plan") currently provides in Section 8(c) that upon the death of an
officer or employee of the Company, the officer's or employee's options may be
exercised only to the extent of the options vested as of the date of death, plus
an additional amount according to a daily vesting formula;
WHEREAS, the Board believes that it is in the best interests of the
Company to provide for accelerated vesting of options in the event of the death
of an officer or employee of the Company;
WHEREAS, the Board has authority under Section 11 of the Plan to amend
the Plan;
NOW, THEREFORE, IT IS HEREBY RESOLVED:
Section 8(c) of the Plan is amended by deleting the second sentence in
its entirety and replacing it with the following: "In the event of the death of
an optionee who at the date of death either (i) was an officer of the Company
(Assistant Vice President and above) or (ii) had been employed by the Company
for ten or more continuous years, all options that were granted to the optionee
but unvested on the date of the optionee's death shall be vested, effective as
of the date of death. In the event of the death of an optionee who at the date
of death is an employee of the Company but neither qualifies under (i) or (ii)
in the previous sentence, 50% of the options that were granted to the optionee
but unvested on the date of the optionee's death shall be vested, effective as
of the date of death.
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IN WITNESS WHEREOF, the undersigned, being all of the members of the
Board of Directors of Costco Wholesale Corporation, have executed this written
consent as of the_______ day June, 2000.
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Jeffrey H. Brotman James D. Sinegal
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Richard D. DiCerchio Richard A. Galanti
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Hamilton E. James Richard M. Libenson
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John W. Meisenbach Frederick O. Paulsell, Jr.
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Jill S. Ruckelshaus Charles T. Munger
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Benjamin S. Carson, Sr., M.D.
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