Exhibit 10.1
Payment of Deferred Compensation
This Agreement is entered into as of April 2, 2004, by and between ARI
Network Services, Inc. (“ARI”) and the undersigned participant (the
“Participant”) in ARI’s 1999 Deferred Compensation Plan (the “Plan”).
WHEREAS, effective January 1, 1999, Participant was granted a Salary
Increase (as defined in the Plan), which Salary Increase was required to be
deferred under the Plan until the Payment Date (as defined in the Plan).
WHEREAS, through March 20, 2004, the aggregate Deferred Amount (as defined
in the Plan) payable by ARI to Participant under the Plan with respect to such
Salary Increase is set forth below the Participant’s signature;
WHEREAS, the Board of Directors of ARI has authorized the payout of the
Deferred Amount, half in cash and half in stock;
NOW, THEREFORE, the parties agree as follows:
1. Payouts by ARI. Promptly following the effective date hereof, ARI
shall pay to Participant, in cash, one-half of the Deferred Amount.
Participant agrees to accept, in lieu of cash, and ARI agrees to deliver to
Participant, shares of ARI common stock for the remaining half of the Deferred
Amount. The number of whole shares of stock that ARI shall issue to
Participant shall be one-half of the Deferred Amount divided by the average of
the closing bid and asked prices of ARI common stock on April 2, 2004. ARI
shall pay cash in lieu of fractional shares. Upon such payouts, ARI shall be
released from any further liability or obligation owed to Participant under the
Plan.
2. Termination of Further Deferrals. Effective with the beginning of the
current pay period, March 21, 2004, the Salary Increase granted to Participant
in 1999 shall no longer be deferred under the Plan and Participant’s cash
compensation will increase as a result.
3. Investment Representations. Participant represents that he is
acquiring the ARI common stock issued pursuant to paragraph 1 for his own
account for investment purposes only and not with a present intent toward the
public sale or distribution thereof. Participant agrees that the shares may
not be transferred unless such transaction is exempt in ARI’s sole judgement
from registration under applicable federal and state securities laws, and the
certificates representing the shares will bear a customary restrictive legend.
IN WITNESS WHEREOF, the undersigned have exercised this Agreement as of
the date first above written.
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| ARI Network Services, Inc. |
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Participant Signature |
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By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Chief Financial Officer
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$104,385
Deferred Amount |