AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT
Exhibit
10.5
AMENDMENT
NO. 1 TO RESTRICTED STOCK AGREEMENT
Amendment
No. 1 to Restricted Stock Agreement (the “Amendment”), entered into as of the
21st
day of
July, 2005, (and effective as of July 1, 2005), by and between FIND/SVP,
Inc., a
New York corporation with an address at 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the “Company”) and XXXX XXXXXXXXX, residing at 00 Xxxxx Xxxxx,
Xxxxxxxx, XX 00000 (the “Employee”).
WHEREAS,
the Company and the Employee entered into an employment agreement, dated
as of
April 28, 2004, which agreement provided that the Employee be awarded certain
shares of common stock of the Company, par value $.0001 per share (the
“Restricted Stock”) pursuant to a restricted stock agreement; and
WHEREAS,
the Company and the Employee entered into a certain restricted stock agreement
as of May 17, 2004 (the “RSA”) with respect to the Restricted Stock;
and
WHEREAS,
the employment agreement referred to in the first recital of this Amendment
was
amended effective as of June 30, 2005 (as amended, the “Employment Agreement”);
and
WHEREAS,
the Company and the Employee desire to amend and modify the RSA, effective
as of
July 1, 2005, to provide for accelerated vesting of the Restricted Stock
in the
event of a change of control of the Company.
NOW,
THEREFORE, in consideration of the promises set forth herein and other good
and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereby agree
as
follows:
1. The
RSA
shall be amended to incorporate the terms set forth herein. Except as expressly
amended below, the RSA and all provisions, terms and conditions set forth
therein shall remain in full force and effect. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the
RSA.
2. Section
2(b) of the RSA is hereby amended and restated in its entirety to read as
follows:
“(b) Notwithstanding
the vesting schedule set forth in Section 2(a) above, such vesting schedule
shall accelerate as follows:
(i) on
the
date that the Average Closing Price equals or exceeds four dollars ($4.00)
per
share, 50,000 of the Restricted Shares shall vest immediately and become
non-forfeitable;
(ii) on
the
date that the Average Closing Price equals or exceeds five dollars ($5.00)
per
share, 50,000 of the Restricted Shares shall vest immediately and become
non-forfeitable;
(iii) on
the
date there is a change of Control of the Company (as defined in Section 3.6
of
the Employment Agreement), 100,000 of the Restricted Shares shall vest and
become non-forfeitable; and
(iv) in
the
event that the Corporation’s EBITDA in respect of any fiscal year exceeds Seven
Million Five Hundred Thousand ($7,500,000) Dollars, 100,000 of the Restricted
Shares shall vest and become non-forfeitable.
Furthermore,
the vesting schedule set forth in Section 2(a) above may also be accelerated
by
the Board or Committee, in their sole discretion, and in the event that the
Board or Committee so determines to accelerate the vesting schedule upon
the
happening or non-occurrence of certain events then such acceleration events
cannot be withdrawn or revoked by the Board or Committee without the written
consent of the Restricted Stockholder.
For
the
avoidance of doubt, a maximum of 100,000 Restricted Shares may vest under
this
Agreement. Furthermore, any accelerated vesting of Restricted Shares pursuant
to
(b)(i)-(ii) above or otherwise shall be applied first to the Restricted Shares
scheduled to vest on the third (3rd)
anniversary of the Date of Grant.”
3. This
Amendment may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which shall constitute one and the same
instrument.
4. This
Amendment shall be governed and construed on the same basis as the RSA, as
set
forth therein.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the
date first above written.
| FIND/SVP, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxx | |
|
Name: Xxxxx Xxxxx |
||
| Title: Chief Executive Officer | ||
| /s/ Xxxx Xxxxxxxxx | ||
|
Xxxx Xxxxxxxxx |
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