EXHIBIT 4.2
CREDITRISKMONITOR.COM, INC.
AMENDMENT NUMBER ONE
to
1998 LONG-TERM INCENTIVE PLAN
1. Section 4.1(iii) is amended and restated to read in its entirety as
follows:
"(iii) to determine whether and to what extent Awards are granted
hereunder, including vesting arrangements, whether at the time of grant or
at any time subsequent thereto;"
2. Section 4.1(vi) is amended and restated to read in its entirety as
follows:
"(vi) upon a Change in Control, to offer to "cash out" any Option, SAR or
Restricted Stock, subject to acceptance by the offeree, for a cash-out
price reflecting the spread between the Fair Market Value of the Common
Stock subject to the Award at the time of the Change in Control over the
exercise price of any Option, the base price of any SAR or the Fair Market
Value of any Restricted Stock on the date of grant, as the case may be;"
3. Section 9.8(a) and (b) are amended and restated to read in their entirety
as follows:
"Change in Control.
(a) Notwithstanding any vesting schedule provided for by the Board
or the Committee with respect to an Award, a Change in Control of the Company
shall result in (i) all outstanding Options and SARs immediately becoming
exercisable in full, (ii) the lapse of any Restriction Period applicable to
outstanding Restricted Stock Awards, (iii) the lapse of any Performance Period
applicable to outstanding Performance Shares and (iv) the deemed satisfaction of
any Performance Measures applicable to outstanding Options, SARs, Restricted
Stock Awards and Performance Shares. Any good faith determination by the Board
as to whether a change in Control within the meaning of this Section has
occurred shall be conclusive and binding on the Participants.
(b) "Change in Control" shall mean:
(1) the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act, of beneficial ownership within the
meaning of Rule 13d-3
promulgated under the Exchange Act, of 60% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities");
provided that the following acquisitions shall not constitute a Change in
Control: (A) any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of a conversion or exchange
privilege in respect of outstanding convertible or exchangeable
securities), (B) any acquisition by the Company, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (D) any
acquisition by any corporation pursuant to a reorganization, merger or
consolidation involving the Company, if, immediately after such
reorganization, merger or consolidation, each of the conditions described
in clauses (i), (ii) and (iii) of subsection (3) of this Section 9.8(b)
shall be satisfied;
(2) approval by the stockholders of the Company of a
reorganization, merger or consolidation unless, in any such case,
immediately after such reorganization, merger or consolidation, (i) more
than 30% of the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation (the
"Outstanding Surviving Company Common Stock") and more than 30% of the
combined voting power of the then outstanding securities of such
corporation entitled to vote generally in the election of directors (the
"Outstanding Surviving Company Voting Securities") is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals or entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and the Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation and in substantially the same proportions relative to each
other as their ownership, immediately prior to such reorganization, merger
or consolidation, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (ii) no Person
(other than the Company, any employee benefit plan (or related trust)
sponsored or maintained by the Company or the corporation resulting from
such reorganization, merger or consolidation (or any corporation
controlled by the Company) and any Person which beneficially owned,
immediately prior to such reorganization, merger or consolidation,
directly or indirectly, 50% or more of the Outstanding Company Common
Stock or the Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 30% or more of the then
Outstanding Surviving Company Stock or 30% or more of the Outstanding
Surviving Company Voting Securities and (iii) at least a majority of the
members of the Board of Directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement or action of
the Board of Directors providing for such reorganization, merger or
consolidation; or
(3) approval by the stockholders of the Company of (i) a plan
of complete liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of the Company
other than to a corporation with respect to which, immediately after such
sale or other disposition, (A) more than 30% of the then outstanding
shares of common stock thereof and more than 30% of the combined voting
power of the then outstanding securities thereof entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such sale or other disposition and in substantially
the same proportions relative to each other as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the
case may be, (B) no Person (other than the Company, an Exempt Person, any
employee benefit plan (or related trust) sponsored or maintained by the
Company or such corporation (or any corporation controlled by the Company)
and any Person which beneficially owned, immediately prior to such sale or
other disposition, directly or indirectly, 50% or more of the Outstanding
Company Common Stock or the Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 30% or more of the
then outstanding shares of common stock thereof or 30% or more of the
combined voting power of the then outstanding securities thereof entitled
to vote generally in the election of directors and (C) at least a majority
of the members of the Board of Directors thereof were members of the
Incumbent Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition."