FIRST AMENDMENT TO SERVICES AGREEMENT
Exhibit
10.1
THIS
FIRST AMENDMENT TO SERVICES AGREEMENT (the “Amendment”)
is
effective as of August 1, 2007 and is made by and between Allegro Biodiesel
Corporation, a Delaware corporation (“Allegro”
and,
together with its subsidiaries now or hereafter existing, the “Company”)
and PV
Asset Management LLC, a California limited liability company (“PVAM”).
This
Amendment amends that certain Services Agreement effective as of February 5,
2007 between Allegro and PVAM (the “Original Agreement”).
NOW,
THEREFORE, in consideration of the premises and covenants set forth herein,
and
intending to be legally bound hereby, the parties to this Amendment hereby
agree
as follows:
1. Original
Agreement.
Except
as expressly amended by this Amendment, the terms of the Original Agreement
and
ancillary agreements shall continue in full force and effect. All capitalized
terms used but not defined in this Amendment shall have the meaning set forth
in
the Original Agreement.
2. Term.
Section
4(a) of the Original Agreement is hereby amended and restated to read: “The term
of PVAM’s engagement hereunder (the “Term”) shall commence on February 5, 2007
and shall end on October 15, 2007.”
3. Tolling
of Base Fee.
A new
sentence shall be added to Section 5(a) as follows: “No Base Fee shall be
payable for the period from August 5, 2007 through August 15,
2007.”
4. Base
Fee.
The
Base Fee shall be increased to $12,000.
5. Bonus
Fees.
No new
Bonus Fees are added by this Amendment. However, Allegro shall pay Bonus Fees
set forth in the Original Agreement to PVAM if the following conditions are
met:
(i) continued progress towards the milestones is made during the Term and (ii)
any applicable Achievement Criterion for the Bonus Fee related to compensation
matters is achieved on or before January 31, 2008 and for the Bonus Fee related
to a market listing is achieved on or before June 30, 2008, in each case even
given the Term may have earlier ended.
6. Stock
Options.
(a) The
91,666 options scheduled to be granted to Xxxx Xxxxxxxxx on August 5, 2007
shall
not be granted on that date and shall be granted at a later date to be fixed
by
the Board of Directors of Allegro. This date will be subsequent to the close
of
the Talen’s transaction (assuming that closing occurs). Allegro anticipates
making the grant to Xxxx Xxxxxxxxx on the same date (“Grant Date”) that the
Board of Allegro grants options to employees, directors and other consultants.
However, in no case will the Grant Date be later than January 31, 2008, whether
or not the Talen’s transaction closes prior to that date.
(b) Allegro
offers to rescind, effective as of August 1, 2007, the grant of 183,332 stock
options made to Xxxx Xxxxxxxxx on June 28, 2007, and further offers to grant
on
the Grant Date 183,332 replacement options to Xxxx Xxxxxxxxx. PVAM accepts
that
offer.
(c) For
the
avoidance of doubt, the grants in Section 6(a) and Section 6(b) of this
Amendment shall total 274,998 stock options to be granted to Xxxx Xxxxxxxxx
on
the Grant Date, even if the Term shall have earlier ended. Such grant shall
be
made using the form of stock option award agreement previously utilized for
the
June 28, 2007 stock option grant to Xxxx Xxxxxxxxx (including, without
limitation, the five-year exercise period) and shall be made at the fair market
value strike price determined by the Allegro Board and consistently applied
to
all option recipients on the Grant Date.
7. Survival.
A new
sentence is added to Section 14 of the Original Agreement that reads: “Allegro’s
obligation to pay Bonus Fees shall continue as set forth on Schedule 1
notwithstanding any termination or expiration of the Term.”
IN
WITNESS WHEREOF, this Amendment has been executed by the parties as of the
date
first above written.
| ALLEGRO BIODIESEL CORPORATION | ||
| |
|
|
| By: | /s/ W. Xxxxx Xxxxx III | |
|
Name: W. Xxxxx Xxxxx III |
||
| Title: Chief Executive Officer | ||
| PV ASSET MANAGEMENT LLC | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxxx | |
|
Name: Xxxx Xxxxxxxxx |
||
|
Title:
President
|
||
