Exhibit 10.5
XXXXXX XXXXXX, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Xxxxxx Xxxxxx, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
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Date of Agreement: August 1, 2002
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Name of Grantee: Xxxxxx X. Xxxxxx
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Grantee's Social Security Number:
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Number of Shares Covered by Grant: 20,000
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Grant Schedule: On January 1, 2005 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company in the same
capacity that Grantee is employed by the
Company as of the date hereof, Grantee
shall then be entitled to and receive a
Grant of an aggregate of 20,000 shares of
the Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
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Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
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Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall accelerate and be issued (in
the original form or in a substantially
equivalent form) no later than six (6)
months after such event whether or not
the Grant Date set forth in this
Agreement has occurred but provided that
the Grantee is employed by the Company or
the surviving entity upon the date of
such issuance in the same or
substantially similar capacity that
Grantee is employed by the Company as of
the date hereof.
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Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
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By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ XXXXXX X. XXXXXX
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(Signature)
Name: Xxxxxx X. Xxxxxx
Company: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: C.E.O
