COALOGIX, INC. AND SUBSIDIARIES CAPITAL APPRECIATION RIGHTS PLAN Participation Agreement
Exhibit
10.4
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COALOGIX,
INC. AND SUBSIDIARIES
CAPITAL
APPRECIATION RIGHTS PLAN
Participation
Agreement
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TO:
Xxxxxxx X. XxXxxxx:
In
accordance with the provisions of the CoaLogix, Inc. and Subsidiaries Capital
Appreciation Rights Plan (the “Plan”),
you
are
hereby notified that, subject to your execution of this Participation Agreement,
effective as of April 9, 2008 (the“Award
Date”), you
are a
Participant in the Plan and have been awarded 40% of the Aggregate Award Pool,
if any, as your CARs Award under the Plan.
The
terms
and conditions of your CARs Award are governed by the Plan and whether you
earn
a CARs Benefit under the Plan will be determined in accordance with all the
terms and provisions of the Plan.
You
acknowledge and agree that the Statement of Purpose included in the Plan is
an
important part of the Plan and that you have read, carefully considered and
agree that the matters set forth in the Statement of Purpose are important
to
the continued successful growth of the Corporation and its Subsidiaries taken
as
a whole.
The
value of your CARs Award depends on many factors, including the future growth
of
the Corporation's business and the state of the capital markets at the time
of a
Change of Control. Accordingly, the Corporation is making no representation
or
warranty with respect to the future value of your CARs
Award.
You
are
encouraged to consult with your legal and tax advisor prior to accepting your
CARs Award. As you are aware, the Corporation provides you with an annual bonus
to pay professional fees in connection with your employment with the Corporation
that facilitates your
ability
to consult with your advisors.
Your
execution of this Participation Agreement constitutes your representation and
agreement that you have carefully reviewed the Plan and that you accept the
terms and conditions set forth therein.
In particular, you agree that nothing contained in the Plan shall be construed
to give you
any
rights to continued employment or continued performance of services for CoaLogix
Inc. or any Subsidiary thereof.
The
CARs
Award evidenced hereby fulfills the Corporation’s obligation to you under the
letter dated June 4, 2007, to Xxxx X. Xxxxx, CEO of Acorn Factor,
Inc.
This
Participation Agreement and the Plan
constitute
the entire agreement between you and the Corporation with respect to your long
term incentive compensation and the Corporation shall have no other obligation
to you with respect thereto. This Participation Agreement can be amended or
modified only in writing and only if such amendment is validly
executed
by both parties. If you have any questions regarding your participation in
the
Plan, please contact the Plan Committee.
IN
WITNESS WHEREOF,
the
parties have duly executed and delivered this Participation Agreement under
seal
as of this ______ day of May, 2008.
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COMPANY:
COALOGIX,
INC.
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ATTEST:
By:
Name:
Title:
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By:
Name:
Title:
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PARTICIPANT:
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_______________________________(SEAL)
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Name:Xxxxxxx
X. XxXxxxx
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