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EXHIBIT 10.1
AMENDMENT
TO
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN, AS AMENDED
ADOPTED BY THE BOARD OF DIRECTORS APRIL 18, 2000
AND
BY THE STOCKHOLDERS JUNE 20, 2000
1. Paragraph 3 of the UroCor, Inc. Second Amended and Restated 1992 Stock Option
Plan, as amended, is hereby deleted in its entirety and replaced by the
following:
3. DEDICATED SHARES. The stock subject to the Options and other
provisions of the Plan shall be shares of the Company's Common Stock,
$.01 par value (the "Stock"). The total number of shares of Stock with
respect to which Incentive Stock Options may be granted shall be
2,700,000 shares. The maximum number of shares subject to Options which
may be issued to any Optionee under this Plan during any period of
three consecutive years is 500,000 shares. The class and aggregate
number of shares which may be subject to the Options granted hereunder
shall be subject to adjustment in accordance with the provisions of
Paragraph 17 hereof.
In the event that an outstanding Option expires or is surrendered for
any reason or terminates by reason of the death or other severance of
employment of the Optionee, the shares of Stock allocable to the
unexercised portion of that Option may again be subject to an Option
under the Plan.
2. Except as expressly amended by this Amendment, the UroCor, Inc. Second
Amended and Restated 1992 Stock Option Plan, as amended, shall continue in full
force and effect in accordance with its terms.
