1 EXHIBIT 4.12
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT is made and entered into as
of the 19th day of August, 1996, between Reconditioned Systems, Inc., an
Arizona corporation (the "Company"), and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Optionee").
RECITALS:
A. The Company and Optionee entered into a Stock Option
Agreement effective August 10, 1995 (the "Agreement") pursuant to which the
Company granted to Optionee the Option to purchase all or any part of up to
100,000 Shares at a purchase price of $2.75 per share.
B. The Compensation Committee of the Board of Directors of the
Company, pursuant to resolutions duly adopted at a meeting on August 19,
1996, has directed that the Option be repriced.
C. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the Agreement.
AGREEMENTS:
1. Paragraph 2 of the Agreement is amended to read in its
entirety as follows:
"2. Purchase Price. The purchase price of the Shares
acquired pursuant to the exercise of an Option shall be
one dollar ($1.00) per Share, which equals the fair
market value of the Shares on the date of this
Amendment. The purchase price shall be paid in the
manner set forth in Paragraph 11."
2. Paragraph 3 of the Agreement is amended to read in its
entirety as follows:
"3. Vesting. Optionee's right to acquire Shares
pursuant to the exercise of the Option as provided
herein shall be fully vested as of the date hereof;
provided, however, that Optionee hereby agrees not to
sell, assign, transfer, pledge, hypothecate or
otherwise dispose of any Shares acquired upon exercise
of this Option until August 18, 1997."
3. Subject to the approval of Norwest Business Credit, Inc., a
Minnesota corporation ("Norwest"), pursuant to that certain Credit and
Security Agreement dated as of February 26, 1996 between the Company and
Norwest, this Amendment shall be effective as of August 19, 1996.
4. All other terms and conditions of the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned have duly executed this
Amendment.
COMPANY: OPTIONEE:
RECONDITIONED SYSTEMS, INC.,
an Arizona corporation
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
______________________________ ________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, Chairman ▇▇▇▇ ▇▇▇▇▇▇▇▇