DAMARK INTERNATIONAL, INC.
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT is made on February 10, 1999, by
and between DAMARK INTERNATIONAL, INC., a Minnesota corporation (the "Company"),
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Optionee"),
WHEREAS, pursuant to a grant by the Compensation Committee of the Board of
Directors of the Company, the Optionee was granted options to purchase 20,000
shares of the Company's Class A Common Stock at a purchase price of $5.781 per
share, which options vest equally on December 17 of 1999, 2000 and 2001, and the
option grant was documented by a Stock Option Agreement between the Company and
the Optionee dated December 17, 1998; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company has determined that the vesting of all of Optionee's unvested options
should be accelerated to vest as of February 10, 1999, the date of the
Committee's action,
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. VESTING OF OPTIONS. Paragraph 3 of the above-described Stock Option
Agreement is hereby deleted in its entirety and a new paragraph 3 added to read
as follows:
"3. TERM AND VESTING OF OPTION. The Option shall expire (the
"Expiration Date") upon the earlier to occur of: (a) the close of
business on the tenth anniversary of the date hereof or (b) one (1)
year after the date on which the Optionee is no longer a director of
the Company. Prior to the Expiration Date, the Optionee shall be
entitled to exercise the Option as to all or any part of the Option
Shares for which the Option may be exercised at any time after
February 10, 1999. Notwithstanding the foregoing, the Option may in
no event be exercised by anyone to any extent in the event of a
voluntary dissolution, liquidation or winding up of the affairs of the
Company, after the close of business on the later of (i) the date of
the twentieth day after the mailing of written notice of such
dissolution, liquidation or winding up, and (ii) the record date for
determination of holders of Common Stock entitled to participate
therein."
2. CONFIRMATION OF AGREEMENTS. Except as set forth here, the
above-described Stock Option Agreements are in all other respects ratified
and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year first above written.
DAMARK INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, Chairman and
Chief Executive Officer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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