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EXHIBIT 10.11.02
FIRST AMENDMENT TO
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION AGREEMENT
SERIES D
WHEREAS, Firearms Training Systems, Inc., a Delaware
corporation (the "Company"), has heretofore granted to the optionee named below
(the "Optionee") a non-qualified option to purchase from the Company shares of
its Class A Common Stock upon and subject to the terms and conditions of a Stock
Option Agreement, Series D dated April 17, 1997 (the "Agreement"); and
WHEREAS, the Company and the Optionee desire to amend the
Agreement in certain respects;
NOW, THEREFORE, the Agreement is amended effective as of July
10, 1998 in the following respects:
1. Section 2.2(a) is amended to add two new sentences at the end
thereof to read as follows:
Notwithstanding the foregoing, if the Optionee's active employment
ceases in accordance with the Confidential Resignation Agreement (as
hereinafter defined), then (i) the Optionee's employment shall be
deemed to have terminated on January 1, 1999 for purposes of this
paragraph, (ii) such termination shall be deemed to be a termination by
the Company other than for Cause (as defined herein), provided the
terms and conditions of the Confidential Resignation Agreement are
complied with and (iii) subject to Section 2.5 below, the Option shall
become exercisable with respect to all of the
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remaining shares of Stock subject to the Option (the "Transition
Shares") at the end of the Compliance Period (as defined in the
Confidential Resignation Agreement). For purposes of this Agreement,
"Confidential Resignation Agreement" means the resignation agreement
between the Company and the Optionee dated July 10, 1998.
2. Section 2.2(e) of the Agreement is amended (i) to add at line
five after the words "termination of employment" the words "(except for the
Transition Shares, which shall remain exercisable as set forth in this
Agreement)" (ii) to delete the phrase "the earliest to occur of (i) the date
which is 90 days after the effective date of the Optionee's termination of
employment and (iii) the Expiration Date" as it appears therein, and to
substitute therefore a new phrase to read as follows:
the latest to occur of (i) the date that is 90 days after the effective
date of the Optionee's termination of employment (ii) the date on which
the Optionee is determined to be noncompliant with the Confidential
Resignation Agreement, pursuant to Paragraph 16 thereof, and (iii) if
no violation of Paragraph 16 of the Confidential Resignation Agreement
occurs during the Compliance Period (as defined therein), the date that
is twelve months after the end of the Compliance Period
3. Section 2.5 of the Agreement is amended in the following
respects:
(i) to insert the phrase "In the event of a determination of the
Optionee's noncompliance with the Confidential Resignation Agreement on account
of the Optionee's breach or failure to comply with his obligations
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thereunder as described in Paragraph 16 thereof, or" at the beginning
of subsection (a) thereof,
(ii) to insert the phrase "the date of such determination of
noncompliance or" before the phrase "the date the Optionee engages in
such activity" as it appears twice in subsection (a) thereof, and
before the phrase "the date on which the Optionee engaged in such
activity" as it appears in subsection (a) thereof, and
(iii) to add the parenthetical phrase "(or in the case of a
breach of the Confidential Resignation Agreement, the Chief Executive
Officer)" after the word "Committee" as it appears in subsection (b)
thereof.
4. Section 3.5 of the Agreement is amended:
(i) by adding at line four of Section 3.5, after the words "Section 3.8
of the Plan", the phrase "which results in a sale by the Centre Entities (as
described in the Prospectus for Firearms Training Systems, Inc. dated November
26, 1996) of all or substantially all of the assets of the Company or the shares
held by the Centre Entities (a "Qualifying Change in Control")", and to replace
the words "Change in Control" with "Qualifying Change in Control" throughout
Section 3.5 thereafter;
(ii) by deleting the phrases "all outstanding options shall immediately
be exercisable in full and", and "available under this Plan, whether or not then
subject to an outstanding option" as they appear in the first paragraph thereof;
(iii) by adding the phrase "for which this Option is exercisable as of
the date of occurrence of such Qualifying Change in Control" (a) after the
phrase "there shall be substituted for each share of Stock", and (b) after the
phrase "a cash payment from the Company in an amount equal to the number of
shares of Stock then subject to such option" as it appears in the second
paragraph thereof; and
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(iv) by adding a new paragraph at the end thereof to read as follows:
In the event of a Qualifying Change in Control prior to the
end of the Compliance Period, the portion of the Option which is
attributable to the Transition Shares shall be deemed to be exercisable
for purposes of this Section 3.5
This instrument may be executed in two counterparts, each of which
shall be deemed an original and both of which together shall constitute one and
the same instrument.
FIREARMS TRAINING SYSTEMS, INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
Accepted this 10th day of July, 1998.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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