AMENDMENT OF STOCK OPTION AGREEMENT
Exhibit
10.19
AMENDMENT
OF STOCK OPTION AGREEMENT
THIS
AMENDMENT OF STOCK OPTION AGREEMENT is made by and between PureDepth, Inc.,
a
Delaware corporation (the "Company"), and Xxxx Xxxxxxxxxxxx (the "Optionee").
RECITALS
WHEREAS,
the Optionee holds an option to purchase shares of the Company's Common Stock
(the "Option") pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"),
which was evidenced by a form of Stock Option Agreement (the "Option
Agreement"); and
WHEREAS,
the Option's term was shortened in connection with a corporate transaction
effective
in March of 2006 such that it would terminate if not exercised by December
31,
2006; and
WHEREAS,
the Company wishes to permit the Optionee to exercise the Option over a
longer
period of time, contingent on the Optionee's continued employment with the
Company; and
WHEREAS,
the Company and the Optionee have agreed to a fixed exercise schedule for the
Option in order to permit good faith compliance with the interim guidance under
Section 409A
of
the Code; and
WHEREAS,
the Company and the Optionee wish to amend the Option Agreement to provide
for
the exercise of the Option pursuant to a fixed schedule, and the limited resale
of the Shares
subject to the Option, pursuant to the terms and conditions set forth
below;
AGREEMENT
NOW,
THEREFORE, the Company and the Optionee agree as follows:
1. Definitions.
Unless
otherwise defined herein, capitalized terms shall have the meanings assigned
to
such terms in the Option Agreement or the Plan, as the case may be.
2. Exercise.
Notwithstanding
the termination date in the Option Agreement, the Option
may be exercised only in the calendar years indicated on Schedule A, and then
only to the extent the Optionee remains employed by the Company at the time
of
exercise or as otherwise permitted
on Schedule A. If a portion of the Option is not exercised (including because
the Optionee's employment has terminated) during the permitted exercise period,
that portion shall lapse and cease to be exercisable.
3. Sale
of Shares. Subject
to applicable law and the Company's xxxxxxx xxxxxxx and other
policies, the Shares obtained on exercise of the Option may not be sold more
rapidly than pursuant
to the Schedule indicated on Schedule B.
4. Continuation
of Other Terms. Except
as
set forth herein, all other terms and conditions of the Option Agreement shall
remain in full force and effect.
5. Tax
Consequences of Amendment. The
Optionee acknowledges that the tax law applicable
to stock options is complex and subject to change, and that the Optionee is
advised to
consult
with his or her tax advisor regarding the consequences of this Amendment, the
subsequent exercise of the Option and the disposition of shares acquired upon
exercise of the Option.
6. Applicable
Law. This
Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered
into
and to
be
performed entirely within the State of California.
| PUREDEPTH, INC.: | ||
| |
|
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| Date: 12/18/2006 | By: | /s/ |
|
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| Title: Board Member | ||
| OPTIONEE: | ||
| |
|
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| Date: 12/19/2006 | By: | /s/ Xxxx Xxxxxxxxxxxx |
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Schedule
A
Option
Exercise Schedule
2006:
100,000
Shares
2007: 1,300,000
Shares
2008: 1,560,476
Shares
Note:
In
the event of the Optionee's termination of employment other than (a) an
involuntary termination other than
for
Cause, or (b) the Optionee's resignation for Good Reason, the unexercised
portion of the Option contemplated in this schedule shall immediately cease
to
be exercisable. In the event of an involuntary termination other
than for Cause, or a resignation for Good Reason, the portion of the Option
that
would have been exercisable in the twelve (12) month period following the
termination shall remain exercisable to the extent permitted pursuant
to
the
schedule above. "Cause" and "Good Reason" have the meanings ascribed to them
in
the Optionee's Executive
Employment Agreement dated November 10, 2006.
Selling
Schedule
2006: 100,000
Shares
2007: 600,000
Shares
2008: 600,000
Shares
2009: 900,000
Shares
2010: 800,000
Shares
