STOCK GRANT AGREEMENT ADDENDUM 1
EXHIBIT
10.1
STOCK
GRANT AGREEMENT ADDENDUM 1
Whereas
Elite
FX,
Inc and Jan Norelid entered into a stock grant agreement on January 19, 2007,
a
copy of which is attached hereto as Exhibit A (the “Grant
Agreement”).
Whereas
Elite
FX, Inc merged with Celsius, Inc. a wholly owned subsidiary of Celsius Holdings,
Inc. on January 26, 2007
Whereas
Celsius
Holdings, Inc. assumed all obligations of Elite FX, Inc.
Whereas
the
50,000 shares of Elite FX of the Grant converted into 1,337,246 shares of
Celsius Holdings, Inc. (now referred to in the Grant Agreement as the
“Company”).
Now,
Therefore,
in
consideration of good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties agree to amend the Grant Agreement
as
follows:
Section
1. Forfeiture, Cancellation Rights. Notwithstanding section 2.1 and 4.1 of
the
Grant, the Company reduces its cancellation rights by 160,000 shares to
1,177,246 shares, and authorizes Jan Norelid to freely transfer up to 160,000
shares to persons related to him. The transferred shares will remain restricted
and contain the appropriate legend(s) as set forth in the Grant Agreement until
the Company’ counsel determines that such legend may be removed.
All
other
terms and conditions of the Grant shall remain in full force and
effect.
GRANTEE:
/s/:
Jan A Norelid
Jan
A
Norelid
Date: 5/14/2007
By: /s/:
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
CEO
and
Chairman of the Board
Date: 5/14/2007
APPENDIX
A
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
OF
FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.
ELITE
FX,
INC.
ARTICLE
1
Stock
Grant
You,
the
grantee named below (hereafter, “you” or “Grantee”), have been granted the right
to receive common stock of Elite FX, Inc. (the "Company"), subject to the terms
and conditions of this Stock Grant Agreement (the “Grant”).
By
signing below, you agree to accept the terms and conditions and hereby accept
and make the respective representations and covenants contained in this
Agreement regarding the transfer to you of the shares represented by this Grant
(the “Shares”). This Section 1 of this Stock Grant Agreement sets forth the
basic terms of your Grant and your rights with respect to the Shares subject
to
the Grant. These basic terms are subject to and are to be interpreted in
accordance with remaining terms and conditions of this Grant.
Date
Of Grant:
January
19, 2007
Grantee’s
Name:
Jan A
Norelid
Grantee’s
Social Security Number:
000 00
0000
Number
Of Shares Subject To Grant:
50,000
(the “Shares”)
ARTICLE
2
Cancellation
Rights
Section
2.1. Forfeiture,
Cancellation Rights.
This
Grant is being made as a result of your agreement to become or remain employed
with the Company. Notwithstanding the foregoing, or any contrary provision,
the
Grant shall in no way be considered any form of salary or compensation for
your
employment or services you perform and shall not establish a term of your
employment. The Shares granted hereby are subject to forfeiture and the
Company's right to cancel the Shares (the “Cancellation Rights”), should your
employment with the Company be terminated by you or by the Company for Cause
before November 13, 2007. For purposes of this grant, the term “Cause” shall
mean (i) an action or omission of the Grantee which constitutes a willful and
material breach of, or failure or refusal (other than by reason of his
disability) to perform his duties under, his employment agreement with the
Company, which is not cured within fifteen (15) days after receipt by the
Grantee of written notice of same, (ii) fraud, embezzlement, misappropriation
of
funds or breach of trust in connection with his services to the Company, (iii)
conviction of any crime which involves dishonesty or a breach of trust, or
(iv)
gross negligence in connection with the performance of the Grantee’s duties to
the Company, which is not cured within fifteen (15) days after written receipt
by the Grantee of written notice of same. The Company may also exercise its
Cancellation Rights in the event you attempt transfer or assign the Shares
in
violation of Section 4.1.
*NOTE:
The
Company shall have 30 days following the Date of Termination of your employment
with the Company to determine whether it will exercise its Cancellation
Rights.
Section
2.2. Grantee’s
Right To Terminate Employment.
Notwithstanding any contrary provision, the Company’s Cancellation Rights shall
not apply if Grantee terminates employment within twelve (12) months from the
date of this Grant under the following circumstances:
(a) There
is
a change in control of Company, excluding the planned merger with Vector
Ventures Corp. For purposes of this Agreement, the term “Change in Control”
shall mean:
(i)
Approval by the shareholders of the Company of (x) a reorganization, merger,
consolidation or other form of corporate transaction or series of transactions,
in each case, with respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger or consolidation or
other transaction do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of directors
of
the reorganized, merged or consolidated company’s then outstanding voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or
(y)
a liquidation or dissolution of the Company or (z) the sale of all or
substantially all of the assets of the Company (unless such reorganization,
merger, consolidation or other corporate transaction, liquidation, dissolution
or sale is subsequently abandoned);
(ii)
Individuals who, as of the Commencement Date of this Agreement, constitute
the
Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to the Commencement Date of this Agreement whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office
is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Securities Exchange Act) shall be,
for
purposes of this Agreement, considered as though such person were a member
of
the Incumbent Board; or
(iii)
the
acquisition (other than from the Company) by any person, entity or “group”,
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act, of more than 20% of either the then outstanding shares of the Company’s
Common Stock or the combined voting power of the Company’s then outstanding
voting securities entitled to vote generally in the election of directors
(hereinafter referred to as the ownership of a “Controlling Interest”)
excluding, for this purpose, any acquisitions by (1) the Company or its
Subsidiaries, (2) any person, entity or “group” that as of the Commencement Date
of this Agreement owns beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act) of a Controlling Interest or
(3)
any employee benefit plan of the Company or its Subsidiaries; or
(iv)
the
aggregate number of shares of the Company’s Common Stock, of which Xxxxxxx X.
Xxxxx. and his immediate family are the beneficial owners (as such term is
defined by the rules and regulations of the Securities and Exchange Commission),
represents less than 20% of the aggregate number of the outstanding shares
of
the Company’s Common Stock.
(b) Grantee
is assigned duties that are significantly different than those described in
Grantee’s Employment Agreement, or such duties assigned are eliminated or
transferred to someone else.
(c) Grantee
is removed from any of the positions described in Section 2.1 of Grantee’s
Employment Agreement (other than by Company for cause).
(d) Grantee’s
fringe benefits or other compensation are materially reduced.
(e) Company
fails to have a successor assume Grantee’s Employment Agreement.
(f) Company
becomes insolvent or files a bankruptcy petition.
ARTICLE
3
Description
of Securities
Section
3.1. Capitalization,
Planned Merger.
The
Company’s authorized capital stock currently consists of 10,000,000 shares of
common stock par value $0.01. Prior to this Grant, there were 2,601,428 shares
of the Company’s common stock outstanding (not including the Shares granted
hereby). The Company plans to merge with Vector Ventures Corp. (or a wholly
owned subsidiary thereof) (the “Merger”) which will result in material dilution
of all of the Company’s shareholders. You represent that you are aware of the
terms of the Merger and the anticipated dilution.
Section
3.2. Dilution
and Adjustments.
a)
Dilution.
In
addition to the Merger, the Company plans to adopt certain plans involving
the
issuance of its capital stock or stock options in an effort to provide
additional incentive to attract, retain and motivate highly qualified and
competent persons who are key to the Company, including key employees,
consultants, independent contractors, officers and directors. Stock or options
granted under such plan(s) will dilute the Shares granted pursuant to this
Agreement.
b)
Adjustment.
Except
as provided below, upon exercise of this Grant, you shall be entitled to receive
a pro-rata adjustments to your shares in the same manner as other shareholders
resulting from the declaration of a stock dividend or through any
recapitalization resulting in a stock split, unless and until the Company
exercises its Cancellation Rights.
i)
Except
as otherwise expressly provided herein, the issuance by the Company of shares
of
its capital stock of any class, or securities convertible into or exchangeable
for shares of its capital stock of any class, either in connection with a direct
or unwritten sale or upon the exercise of rights or warrants to subscribe
therefore or purchase such Shares, or upon conversion of shares of obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to the
number Shares granted hereby.
ii)
Without limiting
the generality of the foregoing, nothing herein shall affect in any manner
the
right or power of the Company to make, authorize or consummate (a) any or
all adjustments, reclassifications, recapitalizations, reorganizations or other
changes in the Company’s capital structure or its business; (b) any merger
or consolidation of the Company or to which the Company is a party; (c) any
issuance by the Company of debt securities, or preferred or preference stock
that would rank senior to or above the Shares subject to outstanding Options;
(d) any purchase or issuance by the Company of Shares or other classes of
common stock or common equity securities; (e) the dissolution or
liquidation of the Company; (f) any sale, transfer, encumbrance, pledge or
assignment of all or any part of the assets or business of the Company; or
(g) any other corporate act or proceeding, whether of a similar character
or otherwise.
Section
3.3. No
Preemptive Rights.
The
holders of the Company’s common stock have no preemptive or subscription rights
and have no rights to convert their common stock into any other
security.
Section
3.3. Voting
Rights.
a)
Shares
Still Subject to Cancellation Rights.
You
shall have no voting rights on the number of shares that are still subject
to
the Company’s Cancellation Rights.
b)
Shares
No Longer Subject to Cancellation Rights.
The
holders of the Company’s common stock are entitled to one vote per share on all
matters to be voted on by shareholders. With respect to electing the Company’s
directors, the holders of Common Stock do not have cumulative voting
rights.
Section
3.4. Dividends
and Distributions.
a)
Dividends.
Upon
exercise of this Grant, you shall be entitled to receive a pro-rata portion
of
dividends paid by the Company, based on the entire amount of Shares granted
hereunder, unless and until the Company exercises its Cancellation Rights.
b)
Distributions
on Liquidation.
Your
right to participate in distributions upon liquidation will be limited to a
pro-rata distribution based on the number of shares that are no longer subject
to the Company’s Cancellation Rights.
ARTICLE
4
Exercise
of Grant
Section
4.1. Method
Of Exercise.
To
exercise the Grant made hereunder, you must sign and deliver this Stock Grant
Agreement to the Company’s president with a copy to the Company’s attorney, Xxxx
Xxxxxx, Esq. at: 0000 Xxxxxx Xxxxx Xxxxxxx, XX, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx
00000.
Section
4.2. Taxes.
You are
solely responsible for all taxes associated with this Grant. You must make
arrangements to pay any withholding or other taxes that may be due as a result
of the exercise of this Grant or the sale of Shares acquired upon exercise
of
this Grant.
THE
COMPANY MAKES NO REPRESENTATION AS TO THE TAX IMPLICATIONS OF EXERCISING THIS
GRANT OR THE SUBSEQUENT SALE OR TRANSFER OF THE SHARES GRANTED HEREBY.
ARTICLE
5
Transfer
Section
5.1. Restrictions
On Transfer or Assignment Of Shares.
a)
By
signing this Stock Grant Agreement, you agree not to sell or transfer any Shares
acquired hereunder at a time when applicable laws, regulations or Company or
underwriter trading policies prohibit sale or transfer.
b)
You
hereby represent and agree that you are acquiring the Shares granted hereunder
for investment, and not with a view to the sale or distribution thereof, and
shall make such other similar representations as are deemed necessary or
appropriate by the Company and its counsel.
c)
Until
the expiration of the Company’s Cancellation Rights, you have no right to
transfer or assign the Shares still subject to Cancellation Rights. By way
of
example and not as a limitation to the restrictions set forth herein, you may
not sell your Shares or use them as security for a loan until the expiration
of
the Company’s Cancellation Rights. If you attempt to do any of these things, the
Company may immediately exercise its Cancellation Rights and such Shares will
immediately become invalid.
Section
5.2.
Legends.
All
certificates representing the Shares issued upon exercise of this Grant shall,
where applicable, have endorsed thereon the following legends:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS
OF
A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH
AGREEMENT PROVIDES FOR CERTAIN TRANSFER RESTRICTIONS, INCLUDING RIGHTS OF
REPURCHASE. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH
A
COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT
TO
THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY
IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE NOT
REQUIRED."
ARTICLE
6
Other
Terms and Conditions
Section
6.1. No
Employment or Retention Rights.
Nothing
in this Agreement shall grant you the right to be employed by the Company or
any
of its subsidiaries or affiliates.
Section
6.2 Governing
Law, Venue & Attorneys Fees.
All
questions regarding the validity and interpretation of this Stock Grant
Agreement shall be governed by and construed and enforced in all respects in
accordance with the laws of the State of Florida. Venue for any action arising
in any manner out of the Grant, Grantee’s exercise, this Stock Grant Agreement,
or any of the terms contained herein shall be the Federal and or State courts
located in Palm Beach County, Florida, regardless of where this Stock Grant
Agreement is to be performed. In the event either party engages legal counsel
to
enforce any provision contained in this Stock Grant Agreement, the prevailing
party shall be entitled to all reasonable attorneys fees, investigative
expenses, costs, and court costs, whether or not a suit is actually filed,
but
including all levels of appeal.
Section
6.3. Notices.
Any
notice given under this Stock Grant Agreement to either party shall be made
in
writing. Notices shall be deemed given when delivered by hand or when mailed
by
registered or certified mail, return receipt requested, postage prepaid, and
addressed to the party at the address last provided by said party.
Section
6.4 Binding
Agreement/Successors.
a)
Company’s
Successors and Assigns.
The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding in all respects upon the Company’s successors
and assigns.
b)
Grantee’s
Successors.
Except
as prohibited hereunder, Shares no longer subject to Cancellation Rights shall
inure to the benefit of your personal representatives, legatees, and heirs.
Section
6.5. Waivers.
The
waiver by either party of a breach of any provision of this Stock Grant
Agreement shall not operate or be construed as a waiver of any subsequent
breach.
Section
6.6. Entire
Agreement.
a)
No
Other Agreements.
This
instrument contains the entire agreement of the parties with respect to the
subject matter hereof. The parties have not made any agreements or
representations, oral or otherwise, express or implied, pertaining to the
subject matter of this Agreement other than those specifically included
herein.
b)
Prior
Agreements.
This
Agreement supersedes any prior agreements pertaining to or connected with the
grant of stock or stock options to Grantee. All such prior agreements are
terminated and are of no force or effect whatsoever.
Section
6.7. Amendment
of Agreement.
No
change or modification of this Stock Grant Agreement shall be valid unless
it is
in writing and signed by the party against whom the change or modification
is
sought to be enforced.
Section
6.8. Severability
of Provisions.
If any
provision of this Stock Grant Agreement is invalidated or held unenforceable,
the invalidity or unenforceability of that provision or provisions shall be
deemed modified or severed only to the minimum extent necessary to make said
provision(s) valid and enforceable while maintaining the intent of said
provision(s). No such modification shall affect the validity or enforceability
of any other provision of this Stock Grant Agreement.
Section
6.9. Governing
Law, Venue & Attorneys Fees.
All
questions regarding the validity and interpretation of this Employment Agreement
shall be governed by and construed and enforced in all respects in accordance
with the laws of the State of Florida. Venue for any action arising in any
manner out of the Employee’s employment, this Employment Agreement, or any of
the terms contained herein shall be the Federal and or State courts located
in
Palm Beach County, Florida, regardless of where this Employment Agreement is
to
be performed. In the event either party engages legal counsel to enforce any
provision contained in this Employment Agreement, the prevailing party shall
be
entitled to all reasonable attorneys fees, investigative expenses, costs, and
court costs, whether or not a suit is actually filed, but including all levels
of appeal.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties have executed this Stock Grant
Agreement.
GRANTEE:
s/s/:
Jan A Norelid
Jan
A
Norelid
Date:
January 19, 2007
Elite
FX,
Inc.
By:
/s/:
Xxxxxxx X. Xxxxx
CEO
and
Chairman of the Board
Date:
January 19, 2007
