PUREDEPTH, INC. AMENDMENT OF STOCK OPTION AGREEMENT
Exhibit
10.18
AMENDMENT
OF STOCK OPTION AGREEMENT
THIS
AMENDMENT
OF STOCK OPTION AGREEMENT is
made
by
and between PureDepth„
Inc., a Delaware corporation (the "Company"), and Xxxxx Xxxxxxx (the
"Optionee").
RECITALS
WHEREAS,
the Optionee holds an option to purchase shares of the Company's Common Stock
(the "Option") pursuant to the Company's 2006 Stock Incentive Plan (the
"Plan"), which
was
evidenced by a form of Stock Option Agreement
(the "Option Agreement"); and
WHEREAS,
the Option's term was shortened in connection with a corporate transaction
effective
in March of 2006 such that it would terminate if not exercised by December
31,
2006; and
WHEREAS,
the Company wishes to permit the Optionee to
exercise
the Option over a longer
period of time, contingent
on
the Optionee's continued employment with the Company; and
WHEREAS,
the Company and the Optionee have agreed to a fixed exercise schedule for the
Option in order to permit good faith compliance with the interim guidance under
Section 409A
of
the Code; and
WHEREAS.
the Company and the Optionee wish to amend the Option Agreement to
provide
for the
exercise of the Option pursuant to a fixed schedule, and the limited resale
of
the Shares subject to the Option, pursuant
to the terms and conditions set forth below;
AGREEMENT
NOW,
THEREFORE, the Company and the Optionee
agree as follows:
1. Definitions.
Unless
otherwise defined herein, capitalized terms shall have the meanings assigned
to
such terms in the Option Agreement or the Plan, as the case may be.
2. Exercise.
Notwithstanding
the termination date in the Option Agreement. the Option
may be exercised only in the calendar years indicated on Schedule A. and then
only to the extent the Optionee remains in service to the Company at the time
of
exercise or as otherwise permitted
on Schedule A. If a portion of the Option is not exercised (including because
the Optionee's service has terminated) during the permitted exercise period,
that portion shall lapse and
cease
to be exercisable.
3. Sale
of Shares. Subject
to applicable law and the Company's xxxxxxx xxxxxxx and
other
policies, the
Shares obtained on exercise of the Option
may not be sold more
rapidly
than pursuant
to the Schedule indicated on Schedule B..
4. 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.
5. Tax
Consequences of Amendment. The Optionee acknowledges that the tax law
applicable to stock options is complex and subject to change, and that the
Optionee is advised to consult with his or her tax advisor regarding the
consequences of this Amendment, the subsequent exercise of the Option and the
disposition of shares acquired upon exercise of the Option.
6. Applicable
Law. This
Agreement
shall be governed by the laws 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.
| PUREDEPTH, INC.: | ||
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| Date: 12/22/2006 | By: | /s/ Xxxx Xxxxxxxxxxxx |
|
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| Title: CEO | ||
| OPTIONEE: | ||
| |
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| Date: 12/21/2006 | By: | /s/ Xxxxx Xxxxxxx |
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Schedule
A
Option
Exercise Schedule
2007: 475,348
Shares
2008: 536,031
Shares
