AMENDMENT TO OPTION AGREEMENT
Exhibit
10.4
AMENDMENT
TO OPTION AGREEMENT
THIS
AMENDMENT, entered into as of July 28, 2005, to that certain Option Agreement
dated July 12, 2005, between IFT CORPORATION, a Delaware corporation (the
"Company") and XXXXX X. XXXXX, an individual (the "Optionee").
W
I T N E
S S E T H:
WHEREAS,
the Company desires to make certain changes to the Option Agreement to clarify
the intent of the parties with respect to the Sales Goal Thresholds and Gross
Profit Margin vesting criteria and to correct a scrivener’s error;
and
WHEREAS,
pursuant to Section 12 in the Option Agreement, the Option Agreement may only
be
amended with the consent of the Optionee;
NOW,
THEREFORE, in consideration of the promises and conditions set forth herein,
the
parties mutually agree as follows:
FIRST:
Section 4.1 is hereby amended to be and to read in its entirety as
follows:
“4.1.
Vesting
Schedule.
The
Options vest upon Optionee causing, directly or indirectly through his efforts,
the Company to meet the following Sales Goal Thresholds and Gross Profit
Margins:
4.1.1
62,500
Options for $ 5 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year;
4.1.2
62,500
Options for $ 10 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year;
4.1.3
62,500
Options for $ 15 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year;
4.1.4
62,500
Options for $ 20 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year;
4.1.5
62,500
Options for $ 25 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year;
4.1.6
62,500
Options for $ 30 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year;
4.1.7
62,500
Options for $ 35 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year; and
4.1.8
62,500
Options for $ 40 Million in Sales at a 27.5% Gross Profit Margin for a fiscal
year.”
SECOND:
Section 4.2 is hereby amended to be and to read in its entirety as
follows:
“4.2
Sales
Goal Thresholds Non-Repetitive.
The
Sales Goals Thresholds and number of Options referenced in Section 4.1 are
non-repetitive, which means once a particular Sales Goal Threshold has been
met
for any fiscal year, that same Sales Goal Threshold is not eligible to be used
again to vest additional options for any other fiscal year (e.g. if the Sales
Goal in 4.1.1 is met for the 2005 fiscal year, then that same opportunity is
not
available for any other fiscal year).”
THIRD:
Section 4.3 is hereby amended to be and to read in its entirety as
follows:
“4.3
Gross
Profit Margin Requirement.
“Gross
Profit Margin”
is
calculated by taking Gross Profit and dividing it by Total Sales Revenue.
Notwithstanding the foregoing, at the sole discretion of the Company’s Board of
Directors, upon recommendation of the Compensation Committee, the Gross Profit
Margin Requirement described in this Section 4.3 may be decreased or waived
entirely for an acquisition(s) or merger or otherwise adjusted as determined
by
the Compensation Committee. This Section 4.3 in no way requires the Corporation
to make an acquisition(s) or merge with any other entity.”
FOURTH:
Section 4.4 is hereby amended to be and to read in its entirety as
follows:
“4.4
Vesting
Procedure.
The
determination of whether or not a particular Sales Goal Threshold and Gross
Profit Margin, including any adjustments thereto, if any, is met for a given
year is made by the Compensation Committee based on the independent annual
audited financial statements of the Company, as approved by the Audit Committee,
and ratification and approval of such determination by the Board of
Directors.”
FIFTH:
The date “January 31, 2009” in Sections 4.5.1 and 4.5.2 is hereby replaced with
the date of “May 31, 2009”.
SIXTH: The
parties hereto hereby agree that all references in the Option Agreement to
the
"Option Agreement" or "Agreement" shall include this Amendment to the Option
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day
and year first above written.
|
IFT
CORPORATION
|
OPTIONEE
|
|||||
|
/s/
Xxxxxxxx Xxxxx, Secretary
|
/s/
Xxxxx Xxxxx
|
/s/
Xxxxx X. Xxxxx
|
/s/
Xxxx Mnoles
|
|||
|
Xxxxxxxx
Xxxxx
|
Witness
|
Xxxxx
X. Xxxxx
|
Witness
|
|||
|
Corporate
Secretary
|
