Exhibit 10.9
FIRST AMENDMENT
TO
AMENDED AND RESTATED
RESTRICTED STOCK GRANT AGREEMENT
This First Amendment is entered into this 15th day of
December, 1999, by and between THCG, Inc. (the "Company"), and Xxxx Xxxxx (the
"Participant").
WHEREAS, the Company and the Participant have entered into
that certain Amended and Restated Restricted Stock Grant Agreement between the
Company and the Participant, made as of November 2, 1999 (the "Amended and
Restated Agreement");
WHEREAS, the parties wish to amend the Amended and Restated
Agreement so that certain amendments of Section 3 thereof (which relates to the
vesting of the Participant's shares of Restricted Stock and the effect on such
vesting of a Termination of Employment) are incorporated therein.
NOW, THEREFORE, in consideration of the mutual benefits to be
derived herefrom, the parties hereto agree that the Amended and Restated
Agreement is hereby amended as follows:
1. Sections 3(c), (d), (e) and (f) of the Amended and Restated
Agreement are hereby amended in their entirety to read as follows:
(c) Upon a Termination of Employment by the Company for any
reason other than for Cause, or by the Participant for Good
Reason (as defined in Paragraph 5(e) of that certain
Employment Agreement by and between Walnut Financial Services,
Inc. and the Participant, made as of November 1, 1999, as
amended by the First Amendment to Employment Agreement,
entered into as of December 15, 1999), or on account of death
or Disability, all such shares of Restricted Stock which have
not theretofore vested, or been canceled and forfeited
pursuant to any provision hereof, immediately shall vest.
(d) Except as provided in Section 3(c) hereof, the Participant
must be employed by the Company on each subsequent quarterly
anniversary of the Issue Date for the next installment of
shares of Restricted Stock to vest on such Vesting
Date; provided, however, if the Participant's Employment is
Terminated at any time prior to the next Vesting Date his
shares of Restricted Stock shall vest ratably with respect to
that Vesting Date, such that the total number of shares of
Restricted Stock that would have vested on such date shall be
multiplied by a fraction the numerator which is the total
number of days on which he was employed during the quarter in
which the Participant's Termination of Employment occurred and
the denominator of which is the total number of days in such
quarter and the resulting number shall be the number of shares
of Restricted Stock that vest as of such Termination of
Employment.
(e) Intentionally omitted.
(f) Intentionally omitted.
IN WITNESS WHEREOF, Participant has signed his name and the
Company, by the signature of its duly authorized officer, has executed this
Agreement, as of the date and year first above written.
The Company:
THCG, INC.
By: /s/ Xxxxxx X. Xxxx
-----------------------------
Name: Xxxxxx X. Xxxx
Title: Co-CEO
Participant:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
