<PAGE> 1
EXHIBIT 10(b)
AMENDMENT NO. 7
TO THE
TRANSMATION, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
EFFECTIVE OCTOBER 27, 1999
WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has
established the Transmation, Inc. Amended and Restated 1993 Stock Option Plan,
as heretofore amended (the "Plan"); and
WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 19 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the further amendment to the Plan set forth herein;
NOW, THEREFORE, the Plan is hereby amended, effective October 27, 1999,
as follows:
1. Section 8(b)(vi) of the Plan is hereby renumbered to be Section
8(b)(vii) of the Plan (with the substance of said Section 8(b)(vii), as so
renumbered, being unchanged and unaffected by this Amendment and continuing in
full force and effect).
2. A new Section 8(b)(vi) is hereby added to Section "8. TERM OF
OPTIONS; EXERCISABILITY." of the Plan, to provide in its entirety as follows
(with the remainder of said Section 8 being unchanged and unaffected by the
amendment set forth in this Paragraph 2 and continuing in full force and
effect):
"(vi) Each Option, if any, granted during the 2000
calendar year shall vest and become exercisable as follows:
"(A) 25 percent of the Option shall first
become exercisable on the date, if any, after the
Grant Date on which Fair Market Value shall have
equaled or exceeded $5.50 per share for any 20 of 30
consecutive trading days;
"(B) an additional 25 percent of the Option
shall first become exercisable on the date, if any,
after January 1, 2001 on which Fair Market Value
shall have equaled or exceeded $7.50 per share for
any 20 of 30 consecutive trading days;
"(C) an additional 25 percent of the Option
shall first become exercisable on the date, if any,
after January 1, 2002 on which Fair Market Value
shall have equaled or exceeded
<PAGE> 2
$10.50 per share for any 20 of 30 consecutive trading
days; and
"(D) the balance of the Option shall first
become exercisable on the date, if any, after January
1, 2003 on which Fair Market Value shall have equaled
or exceeded $15.00 per share for any 20 of 30
consecutive trading days."
3. Except as amended hereby, the Plan shall remain in full force
and effect in accordance with its terms.
THIS AMENDMENT NO. 7 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993
STOCK OPTION PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS
OF THE COMPANY ON OCTOBER 27, 1999.
/s/ JOHN A. MISIASZEK
--------------------------------
JOHN A. MISIASZEK, SECRETARY
2
