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AMENDMENT NO. 2 to
THE FAIRCHILD CORPORATION
STOCK OPTION DEFERRAL PLAN
Date of Stock Option Deferral Plan: February 9, 1998
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Date of Amendment No. 2: June 28, 2000
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Recitals
A. The Fairchild Corporation, a Delaware corporation (the "Corporation") by
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resolution of its Board of Directors (the "Board"), adopted The Fairchild
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Corporation Stock Option Deferral Plan (the "Plan") effective as of
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February 9, 1998.
B. The Plan provides for the issuance of Deferred Compensation Units to Plan
Participants who elect to defer the gain upon exercise of stock options.
Deferred Compensation Units means the right to receive a specified number
of shares of common stock of the Corporation, determined by dividing the
deferred gain by the fair market value of the Corporation's common stock as
of the deferral date.
C. The Plan is administered by the Board's Compensation and Stock Option
Committee (the "Committee").
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D. Article VII of Plan provides that the Committee may amend the Plan.
E. Section 4.4 of the Plan provides that the Committee may make equitable
adjustments to the number of Deferred Compensation Units in the event of a
stock split, stock dividend, stock exchange or other similar corporate
change.
F. The Corporation declared a stock dividend, pursuant to which each share of
the Corporation's Stock outstanding as of April 3, 2000, was entitled to
receive 0.0475 shares of Global Sources Ltd. (the "Spin Off").
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The Committee wishes to adjust the Deferred Compensation Units as an equitable
adjustment for the Spin Off. The Committee approved such adjustment by
telephonic meeting on April 6, 2000. The Board ratified such adjustment by
telephonic meeting on April 6, 2000.
Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Plan.
Now, Therefore, the Plan is amended as follows:
1. Spin Off Shares. A new Section 4.7 is added to the Plan, to read in its
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entirety as follows:
Section 4.7: Spin Off Shares: Spin Off Share Equivalents shall be
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credited to each Participant's Account as of April 3, 2000.
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As used herein "Spin Off Share Equivalents" means the right of a
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Participant to receive a specified number of shares of Global Sources
Ltd., equal to (a) 0.0475 shares of Global Sources Ltd., multiplied by
(b) the number of Deferred Compensation Units credited the Account of
the Participant as of April 3, 2000.
The aggregate number of Deferred Compensation Units credited to the
Participants' Accounts as of April 3, 2000 is 166,722. The
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Corporation shall cause to be issued in the name of the Plan 7,916
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shares of Global Sources Ltd., to be held by the Plan in order to
satisfy its obligations under this Section 4.7.
2. Miscellaneous. Except as amended hereby, the Plan shall remain in full
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force and effect. This Amendment No. 1 to the Plan is effective as of June
28, 2000.
In witness whereof, the Committee has caused this Amendment No. 1 to be signed
as of June 28, 2000.
/s/ MELVILLE BARLOW /s/ DANIEL LEBARD
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Melville Barlow Daniel Lebard
/s/ PHILIP DAVID /s/ HERBERT S. RICHEY
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Philip David Herbert S. Richey
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