Exhibit 4.8
ADVANCED MACHINE VISION CORPORATION
AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT
=============================================
THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT ("Amendment") is made as
of September 25, 1997 by and between _________________________ ("Employee") and
Advanced Machine Vision Corporation (the "Company").
R E C I T A L
On January 10, 1997, Employee and Company entered a Restricted Stock
Agreement ("Agreement") pursuant to which Employee was granted _____________
shares of restricted stock pursuant to the 1997 Restricted Stock Plan ("Plan").
The restrictions as to 10% of the shares (the "10% shares") were that Employee
must remain employed on the third anniversary of the Agreement and pay to the
Company $1.80 per share. The restrictions as to 90% of the shares (the "90%
shares") were the same as for the 10% shares and a requirement that the closing
price of the Company's Class A Common Stock be at least $20 per share for 30
consecutive days at any time prior to the third anniversary date of the
Agreement.
A G R E E M E N T
NOW, THEREFORE, to simplify the Company's capital structure and in an
effort to increase shareholder value through the reduction of total outstanding
shares, Employee contributes back to the Company ___________ shares of
restricted stock which constitutes the 90% Shares. The 90% Shares will be
canceled by the Company, and a new share certificate will be issued to the
Employee for the 10% Shares. The 90% Shares shall once again become available
under the Plan. The restrictions and other terms of the Agreement with respect
to the 10% Shares shall remain unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
ADVANCED MACHINE VISION CORPORATION
By_________________________________
Title:_____________________________
EMPLOYEE
___________________________________
(Signature)
Address:
___________________________________
___________________________________
ADVANCED MACHINE VISION CORPORATION
AMENDMENT NO. 2 TO RESTRICTED STOCK AGREEMENT
=============================================
THIS AMENDMENT NO. 2 TO RESTRICTED STOCK AGREEMENT ("Amendment") is made as
of August 5, 1998 by and between ________________________ ("Employee") and
Advanced Machine Vision Corporation (the "Company").
R E C I T A L S
On January 10, 1997, Employee and Company entered a Restricted Stock
Agreement ("Agreement") pursuant to which Employee was granted _____________
shares of restricted stock pursuant to the 1997 Restricted Stock Plan ("Plan").
The restrictions as to 10% of the shares (the "10% shares") were that Employee
must remain employed on the third anniversary of the Agreement and pay to the
Company $1.80 per share. The restrictions as to 90% of the shares (the "90%
shares") were the same as for the 10% shares and a requirement that the closing
price of the Company's Class A Common Stock be at least $20 per share for 30
consecutive days at any time prior to the third anniversary date of the
Agreement.
To simplify the Company's capital structure and in an effort to increase
shareholder value through the reduction of total outstanding shares, Employee
contributed back to the Company ___________ shares of restricted stock which
constituted the 90% Shares. The 90% Shares were canceled by the Company. The
restrictions and other terms of the Agreement with respect to the 10% Shares
remained unchanged.
A G R E E M E N T
NOW, THEREFORE, to clarify the forfeiture language in Paragraph 2 of the
Restricted Stock Agreement, such paragraph is amended as follows:
In the fourth line of paragraph 2, the phrase "terminates for any
reason at any time prior to the third anniversary of this award or if
the payments required hereunder are not made" is replaced by "is
terminated for cause at any time prior to the third anniversary date of
this award or if the payments required hereunder are not made within 90
days of termination other than for cause, including constructive
termination and termination following a change in control (the terms
"cause," "constructive termination" and "change in control" are as
defined in the January 1, 1998 employment agreement between Employee
and the Company)."
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
ADVANCED MACHINE VISION CORPORATION
By_________________________________
Title:_____________________________
EMPLOYEE
___________________________________
(Signature)
Address:
___________________________________
___________________________________
