NETSILICON, INC.
AMENDMENT NO. 1 TO 1998 DIRECTOR STOCK OPTION PLAN
THIS AMENDMENT TO 1998 DIRECTOR STOCK OPTION PLAN is entered into this
_____ day of ____________, 1999, by and between NETsilicon, Inc., a
Massachusetts corporation with principal offices at411 ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter called the "Corporation"), and the
Directors of the Corporation as listed on Schedule A attached hereto
(individually, a "Grantee" and collectively, the "Grantees").
WHEREAS, the Corporation granted certain stock options to Grantees pursuant
to that certain 1998 Director Stock Option Plan (the "Stock Option Plan") and
the Corporation and the Grantees desire to amend the terms of the Stock Option
Plan as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. The Stock Option Plan is hereby amended to delete paragraph 3(a)(ii)
thereof in its entirety and to insert the following in its place:
The Chairman of the Board of Directors shall be automatically granted
an Option to purchase 40,000 Shares and each Outside Director shall be
automatically granted an Option to purchase 25,000 Shares on the
effective date of the Initial Public Offering of the Company's common
stock or the date on which such person first becomes a Chairman or an
Outside Director, respectively, whether through election by the
shareholders of the Company or appointment by the Board to fill a
vacancy; provided, however, that a Chairman or an Inside Director who
ceases to be a Chairman or an Inside Director, respectively, but who
remains a Director shall not receive a First Option.
2. All other terms and conditions of the Stock Option Plan not otherwise
affected by the amendments set forth herein shall remain in full force and
effect.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to 1998
Director Stock Option Plan to be duly executed by its President and Chief
Executive Officer duly authorized, and the Grantees have set their hands and
seals all on the date and year first written above.
CORPORATION:
NETsilicon, Inc.
By:_______________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, VIII, Director
GRANTEES:
__________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, VIII, Director
__________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Director
__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director
__________________________________
Yechiam Yemini, Director
__________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Chairman
SCHEDULE A
NETsilicon, Inc. Board of Directors
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, VIII, Director
▇▇▇▇▇▇▇ ▇▇▇▇▇, Director
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director
Yechiam Yemini, Director
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Chairman