Exhibit 3.4
AMENDMENT NO. 1 TO
RESTRICTED STOCK PURCHASE AGREEMENT
This Amendment No. 1 (the "Amendment") to the Restricted Stock
Purchase Agreement dated May 29, 1997 (the "Purchase Agreement") by and among
Food Extrusion, Inc., a Nevada corporation (the "Company") and Xxxxx X. Xxxxx
(the "Executive").
RECITALS
A. The Company and the Executive entered into the
Purchase Agreement pursuant to which the Company granted Executive an option to
purchase 2,000,000 shares of the Company's Common Stock at an option price of
$2.00 per share.
B. The Company and the Executive desire to amend the
Purchase Agreement pursuant and subject to the terms and conditions of this
Amendment.
In consideration of these premises and of the mutual promises
contained in this Amendment and in the Purchase Agreement, the parties hereby
agree as follows:
1. Repurchase Option.
Section 2(b) is hereby deleted in its entirety and the following is
hereby inserted in lieu thereof:
(b) Release Dates. One-third of the Shares (or 666,667) shall
be released from the Repurchase Option upon execution of this Agreement.
Thereafter, an additional one-third of the Shares (or 666,667) shares shall be
released from the Repurchase Option on the last day of the first anniversary of
Purchaser's employment with the Company. Thereafter, the remaining one-third of
the Shares (or 666,666 shares) shall be released from the Repurchase Option at
the end of the next successive twelve (12) month period. Notwithstanding the
foregoing, the Shares shall immediately be released from the Repurchase Option
upon the occurrence of certain events as described in Section 2(b) of the Option
Agreement and upon the occurrence of a Change of Control pursuant to Section
6(a)(ix) of the Employment Agreement between the Company and the Executive dated
April 18, 1997. Shares subject to the Repurchase Option are referred to herein
as "Unvested Shares," and Shares which have been released from the Repurchase
Option are referred to herein as "Vested Shares."
2. Effect of Amendment. Except as otherwise modified hereby, the terms
of the Subscription Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.
FOOD EXTRUSION, INC. XXXXX X. XXXXX
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxx X. Xxxxx
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Title: Chairman of the Board Address: 0000 Xxxxxxxxxx
Xxx Xxxxxxxxx, XX 00000
