ALLEGRO BIODIESEL CORPORATION, INC. AMENDMENT OF STOCK OPTION AGREEMENT
ALLEGRO
BIODIESEL CORPORATION, INC.
AMENDMENT
OF STOCK OPTION AGREEMENT
THIS
AMENDMENT OF STOCK OPTION AGREEMENT (the “Amendment”) is entered into as of
March 14, 2007 (the “Effective Date”), between Xxxx Xxxxxxxxx (“Optionee”) and
Allegro Biodiesel Corporation, a Delaware corporation (the “Company”).
RECITALS
WHEREAS,
the Optionee was granted an option to purchase 36,124 shares of the Company’s
common stock on August 11, 2006 subject to the shareholders of the Company
approving the Company’s 2006 Incentive Compensation Plan (the “Stock
Option”);
WHEREAS,
the stock option agreement evidencing the Stock Option (the “Option Agreement”)
provides that the Stock Option shall expire and terminate as of March 15, 2007,
subject to Optionee’s continued employment or service with the Company through
such date; and
WHEREAS,
the Optionee and the Company desire to amend the Option Agreement to extend
the
expiration date of the Stock Option pursuant to the terms and conditions set
forth below.
AGREEMENT
NOW
THEREFORE, in consideration of the foregoing and the mutual agreements contained
herein and intending to be legally bound hereby, the parties hereby agree that
the Option Agreement shall be amended effective as of the Effective Date to
the
extent necessary give effect to this Amendment as follows:
1. Expiration
Date.
Notwithstanding anything in the Option Agreement to the contrary the Stock
Option shall expire and terminate on the earlier of (a) December 31, 2007 or
(b)
the date the Stock Option would have otherwise terminated in connection with
Optionee’s termination of employment or service with the Company pursuant to the
Option Agreement as in effect prior to this Amendment or the Company’s 2006
Incentive Compensation Plan, as amended from time to time.
2. 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.
3. Complete
Agreement.
This
Amendment and the Option Agreement together constitute the entire agreement
between Optionee and the Company with respect to the Stock Option and they
are
the complete, final and exclusive embodiment of their agreement with regard
to
this subject matter. This Amendment is entered into without reliance on any
promise or representation other than those expressly contained herein.
4. Further
Assurances.
The
Optionee agrees to promptly take, or cause to be taken and to do, or cause
to be
done, acts (including signing all documents, agreement or instruments)
necessary, proper or advisable to consummate and make effective the transactions
contemplated hereby as reasonably requested by the Company or any affiliate
thereof.
5. Applicable
Law.
This
Amendment shall be governed by the law 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.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the date first written above.
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ALLEGRO
BIODIESEL CORPORATION, INC.
By:
/s/ W. Xxxxx Xxxxx III
Name:
W. Xxxxx Xxxxx III
Title
CEO
OPTIONEE
/s/
Xxxx
Xxxxxxxxx
Xxxx
Xxxxxxxxx
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