AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT
EXHIBIT 10.20
AMENDMENT NO. 1 TO
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Stock Option Agreement dated March 15, 2004 (the “Option Agreement”) by and between Notify Technology Corporation, a California corporation (the “Company”), and Xxxxxxx Xxxxxxx (the “Optionee”) relating to the grant of an option to purchase up to 20,000 shares of Common Stock of the Company is entered into effective as of the 14th day of October, 2004 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Option Agreement.
WHEREAS, the Company and Optionee previously entered into the Option Agreement in connection with the Optionee’s service as a member of the Company’s Board of Directors (the “Board”);
WHEREAS, effective as of October 14, 2004, the Optionee has resigned as a member of the Board;
WHEREAS, in consideration of the services provided to the Company by Optionee, the Board has approved the amendment of the Option Agreement to accelerate the vesting of 8,334 shares subject to the Option that would otherwise be unvested; and
WHEREAS, the Company and the Optionee now desire to amend the applicable provisions of the Option Agreement to reflect the new terms and conditions approved by the Board.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Optionee agree as follows:
1. Amendment to “Vesting Schedule”. The language that appears in the paragraph under the heading “Vesting Schedule” in the Option Agreement is hereby amended to provide that as of the Effective Date, in addition to the number of Shares that have vested under the existing vesting schedule set forth in the Option, 8,334 additional Shares subject to the Option that would otherwise be unvested shall be fully vested and immediately exercisable. The Company and the Optionee acknowledge and agree that as of the Effective Date, and after giving effect to the acceleration of vesting of 8,334 additional Shares as provided by this Amendment, an aggregate of 20,000 Shares shall be fully vested and immediately exercisable. The Optionee further acknowledges and agrees that the Option is only exercisable for a period of twenty-four (24) months following the Effective Date (the “Exercise Period”) and that the Company has no obligation to provide a notice to Optionee with respect to the ending of the Exercise Period.
2. No Other Amendments. Except as expressly set forth in this Amendment, the Option Agreement shall continue in full force and effect, without modification, in accordance with its terms.
3. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California, without reference to principles of conflicts of law.
4. Counterparts; Facsimile. This Amendment may be executed by facsimile signature and in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Effective Date set forth above.
| OPTIONEE: | NOTIFY TECHNOLOGY CORPORATION | |
| /s/ Xxxxxxx X. Xxxxxxx |
/s/ Xxxxxx X. Xxxx | |
| Signature | By | |
| Xxxxxxx X. Xxxxxxx |
Chief Financial Officer | |
| Print Name | Title | |
| 0000 Xxxxxxxxxxx Xxxx |
||
| Xxxxxxx, XX 00000 |
||
| Residence Address | ||
[Signature Page to Amendment No. 1 to Stock Option Agreement]
