<PAGE>
EXHIBIT 10.2
AMENDMENT
TO
UROCOR, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
ADOPTED BY THE BOARD OF DIRECTORS APRIL 18, 2000
AND
BY THE STOCKHOLDERS JUNE 20, 2000
1. Section 4 of the UroCor, Inc. 1997 Non-Employee Director Stock Option Plan
(the "Plan") hereby is deleted in its entirety and replaced by the following:
4. GRANT OF OPTIONS.
(a) CURRENT DIRECTORS. Subject to the provision of Section 16, for so
long as this Plan is in effect and shares are available for the grant
of Options hereunder, on July 1 of each year beginning July 1, 2000,
there shall be granted to each person who is a Non-Employee Director on
such July 1 an Option to purchase 7,500 shares of Common Stock at a per
share Option Price equal to the fair market value of a share of the
Company's Common Stock on such date (such number of shares being
subject to the adjustments provided in Section 12 of this Plan).
(b) NEW DIRECTORS. Subject to the provisions of Section 16, for so long
as this Plan is in effect and shares are available for the grant of
Options hereunder, each person who shall become a Non-Employee Director
after the effective date of this Plan shall be granted, on the date of
his election, whether by the Stockholders or the Board of Directors in
accordance with applicable law, an Option to purchase 10,000 shares of
Common Stock at a per share Option Price equal to the fair market value
of a share of Common Stock on such date (such number of shares being
subject to the adjustments provided in Section 12 of this Plan).
(c) CHAIRMAN OF THE BOARD OF DIRECTORS. Subject to the provision of
Section 16, for so long as this Plan is in effect and shares are
available for the grant of Options hereunder, on July 1 of each year
beginning July 1, 2000, there shall be granted to the person, if any,
who is both a Non-Employee Director and the Chairman of the Board of
Directors on such July 1, an Option to purchase 2,500 shares of Common
Stock at a per share Option Price equal to the fair market value of a
share of Common Stock on such date (such number of shares being subject
to the adjustments provided in Section 12 of this Plan).
(d) FAIR MARKET VALUE. For purposes of this Section 4, the "fair market
value" of a share of Common Stock as of any particular date shall mean
(i) if the Common Stock is listed or admitted to trading on any
securities exchange or on The National Association of Securities
Dealers (the "NASD") Automated Quotation System ("Nasdaq") Stock
Market's National Market, the closing price on such day on the
principal securities exchange or on The Nasdaq Stock Market's National
Market on which the Common Stock is traded or quoted, or if such day is
not a trading day for such securities exchange or The Nasdaq Stock
Market's National Market, the closing price on the first preceding day
that was a trading day, (ii) if the Common Stock is not then listed or
admitted to trading on any securities exchange or on The Nasdaq Stock
Market's National Market, the closing bid price on such day as reported
by the NASD, or if no such price is reported by the NASD for such day,
the closing bid price as reported by the NASD on the first preceding
day for which such price is available, and (iii) if the Common Stock is
not then listed or admitted to trading on any securities exchange or on
The Nasdaq Stock Market's National Market and no such closing bid price
is reported by the NASD, as determined by another reputable quotation
source selected by the Committee in good faith.
2. The second paragraph of Section 12 of the Plan hereby is deleted in its
entirety and replaced by the following:
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend or other increase or
reduction of the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number, class
and per share price of shares of stock subject to outstanding Options hereunder
shall be appropriately adjusted in such a manner as to entitle an optionee to
receive upon exercise of an Option, for the same aggregate cash consideration,
the same total number and class or classes of shares as he would have received
had he
1
<PAGE>
exercised his Option in full immediately prior to the event requiring the
adjustment; and (b) the number and class of shares then reserved for issuance
under this Plan and the number of shares to be subject to the grants to be
made pursuant to Section 4 shall be adjusted by substituting for the total
number and class of shares of stock then reserved or subject to grant the
number and class or classes of shares of stock that would have been received
by the owner of an equal number of outstanding shares of Common Stock as the
result of the event requiring the adjustment, disregarding any fractional
shares.
3. Except as expressly amended by this Amendment, the Plan shall continue in
full force and effect in accordance with its terms.
2
