EXHIBIT 99.8
FIFTH AMENDMENT
TO
1995 STOCK INCENTIVE PLAN
OF
EARTHSHELL CORPORATION
The 1995 Stock Incentive Plan of EarthShell Corporation, a Delaware
corporation, as amended by the First Amendment to 1995 Stock Incentive Plan of
EarthShell Container Corporation, the Second Amendment to 1995 Stock Incentive
Plan of EarthShell Container Corporation, the Third Amendment to 1995 Stock
Incentive Plan of EarthShell Container Corporation and the Fourth Amendment to
1995 Stock Incentive Plan of EarthShell Corporation (the "Plan"), is hereby
amended as follows:
1. Section 4(b) of the Plan is hereby deleted in its entirety and
replaced with the following:
(b) Each director who is not a paid employee of EarthShell and
who is elected to serve as a director at an annual meeting of the
stockholders of the Company held on or after January 1, 2000 shall, on
the date of such meeting and immediately following the conclusion of
such meeting, automatically be granted a Director Option to purchase
25,000 shares of Common Stock. Such Director Option shall vest and
become exercisable one year from the date of grant, subject to the
condition that the recipient be a director of EarthShell on such date,
with respect to all of the Common Shares to which such Director Option
relates and shall have an exercise price per share equal to the Fair
Market Value of the Common Stock on the business day immediately
preceding the date of the grant.
Except as amended hereby, the Plan shall continue in full force and
effect.
IN WITNESS WHEREOF, the Corporation has caused this Fifth Amendment to
be duly executed as of this 16th day of March, 2000.
EARTHSHELL CORPORATION,
a Delaware corporation
By: /s/ D. Scott Houston
---------------------------------------
Name: D. Scott Houston
Title: Chief Financial Officer and Secretary
