AMENDMENT NO. 2 TO OPTION AGREEMENT
Amendment No. 2 to Option Agreement, dated as of February 1,
1997, by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Executive") and H.E.R.C. Products
Incorporated ("Company").
WHEREAS, Executive and Company have entered into the Option
Agreement, dated January 1, 1994, as amended ("Option Agreement'); and
WHEREAS, Executive and Company desire to further amend the
terms of the Option Agreement in consideration for the services to the Company
rendered by Executive, to take into consideration the price range of the Common
Stock of the Company during the last 18 months, and the cancellation of the
Group C Option.
NOW, in consideration of the above, it is agreed:
1. Section 1 of the Option Agreement is modified to provide
that the grant of the option henceforth applies only to the Group A Option and
the Group B Option, and the Group C Option is canceled.
2. Section 2 of the Option Agreement is modified to provide
that henceforth the Group A Option and Group B Option shall have a purchase
price per share of $1.75.
3. Section 3.1 of the Option Agreement is deleted and in its
place the following is inserted:
"The Group A Option is fully vested as of the date of
this Amendment and the Group B Option will fully vest on June
1, 1997, and the Group A Option and the Group B Option shall
be exercisable, in whole or in part, until the close of
business on May 31, 2003 as to the as to the Group A Option
and until the close of business on December 1, 2005 as to the
Group B Option."
4. Sections 3.3, 3.4 and 8 of the Open Agreement are deleted.
5. Terms not otherwise defined in this Amendment shall have
the meanings assigned to them in the Option Agreement.
H.E.R.C. PRODUCTS INCORPORATED
By: /s/ S. ▇▇▇▇▇▇ ▇▇▇▇
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S. ▇▇▇▇▇▇ ▇▇▇▇,
Chief Executive Officer
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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