AMENDMENT TO NOTICE OF STOCK OPTION GRANT AND NON-QUALIFIED STOCK OPTION AGREEMENT DATED APRIL 13, 2007
AMENDMENT
TO NOTICE OF STOCK OPTION GRANT AND NON-QUALIFIED
STOCK OPTION AGREEMENT DATED APRIL 13, 2007
STOCK OPTION AGREEMENT DATED APRIL 13, 2007
THIS
AMENDMENT TO NOTICE OF STOCK OPTION GRANT (this
“Amendment”) is made and entered into as of April 8, 2008 by and between Skins
Inc., a Nevada corporation (the “Company”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual
(the “Optionee”).
RECITALS
WHEREAS,
the
Company issued to the Optionee a Notice of Stock Option Grant and Stock Option
Agreement dated April 13, 2007 (the “Option”), pursuant to which the Optionee
may purchase from the Company up to 500,000 shares of common stock of the
Company.
WHEREAS,
the
Stock Plan of the Company provides that the Option may be amended by the written
agreement of the Company and the Optionee, and the Company and the Optionee
desire to so amend the Option in accordance with the terms set forth
herein.
WHEREAS,
the
Optionee and the Company and entering into that certain Separation Agreement
of
equal date herewith with respect to the Optionee’s resignation;
WHEREAS,
the
parties mutually desire to enter into this Amendment to effectuate the
termination of Pavan’s employment with the Company and to set forth the benefits
to be provided to ▇▇▇▇▇ in exchange for Pavan’s covenants as set forth
herein;
AGREEMENT
NOW
THEREFORE,
in
consideration of the foregoing and the respective covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. The
row entitled “Exercise Price Per Share” of the Notice of Stock Option Grant
shall be deleted in its entirety and the following shall be substituted
therefor:
“Exercise
Price Per Share: $0.40”
2. Under
the section entitled “Exercise After Termination of Employment” of the Notice of
Stock Option Grant, the following subsection (e):
e.
Termination of Employment for any reason other than as indicated in b, c, and
d,
above: vested
portion of the Option is exercisable for a period of ninety (90) days following
the Optionee’s Termination.
shall
be
replaced in it entirety with the following:
e.
Termination of Employment for any reason other than as indicated in b, c, and
d,
above: Notwithstanding
any other provision herein, (i) one-half of all options, or 250,000 options,
shall become immediately vested and exercisable, (ii) all such vested options
shall be exercisable for a period of one-year following the Optionee’s
Termination, and (iii) the other one-half of all options, or 250,000 options,
shall immediately expire and be canceled upon Optionee’s
Termination.
3. Section
2(c) is deleted in its entirety.
4. From
and after the date of this Amendment, the references in the Option to “this
Option,” “the Notice,” “hereof,” “hereunder” or words of like import shall be
deemed to mean the Option as modified and amended by this Amendment.
5. Defined
terms used and not defined in this Amendment shall have the same meanings
assigned to them in the Option.
6. Except
as expressly modified and amended pursuant to this Amendment, all of the terms
and provisions of the Option shall remain in full force and effect.
7. This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
8. BY
SIGNING THIS AMENDMENT, THE OPTIONEE MAY BE SUBJECT TO CERTAIN FEDERAL AND
STATE
TAX CONSEQUENCES. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXECUTING
THIS AMENDMENT.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF,
the
parties have executed this Amendment as of the date and year first above
written.
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By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
Chief Financial Officer
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