EXHIBIT 10.56
FIRST AMENDMENT TO STOCK RESTRICTION AGREEMENT
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THIS FIRST AMENDMENT TO STOCK RESTRICTION AGREEMENT (this "Amendment")
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is made as of March 23, 2000, between ZEFER Corp., a Delaware corporation (the
"Company"), and Xxxxx Xxxxx ("Holder"). Except as otherwise indicated herein,
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capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement (as defined below).
WHEREAS, the parties to this Amendment are all of the parties to that
certain Stock Restriction Agreement, dated as of March 23, 1999, between the
Company and Holder (the "Stock Restriction Agreement");
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WHEREAS, the parties hereto desire to make certain amendments to the
Purchase Agreement in accordance with Section 12(i) thereof; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Amendments to Stock Restriction Agreement.
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1A. Section 2(a) of the Stock Restriction Agreement shall be amended and
restated in its entirety as follows:
(a) All of the shares of Holder Stock acquired hereunder shall be
subject to vesting in the manner specified in this Section 2. Except as
otherwise provided in Sections 2(b) and 2(c) below, commencing on the day
immediately following the Closing and continuing so long as Holder is still
serving as a director of the Company or any of its Subsidiaries,
the Holder Stock will vest daily on a pro rata basis so that 100% of the
Holder Stock will be vested on the 5th Anniversary of the Closing (the
"Vesting Schedule").
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1B. Section 2(b) of the Stock Restriction Agreement shall be amended and
restated in its entirety as follows:
(b) In the event the Company consummates its initial Public
Offering prior to the 1st Anniversary of the Closing, the Vesting Schedule
shall be modified such that, so long as Holder is still serving as a
director of the Company or any of its Subsidiaries, the shares
of Holder Stock will vest as follows: (i) 33% of the Holder Stock will vest
upon the occurrence of such Public Offering, and (ii) commencing on the day
immediately following such Public Offering, the remaining unvested shares
of Holder Stock will vest daily on a pro rata basis so that 100% of the
Holder Stock will be vested on the 5th Anniversary of the Closing. In the
event the Company consummates its initial Public Offering after the 1st
Anniversary of the Closing but prior to the 2nd Anniversary of the Closing,
the Vesting Schedule shall be modified such that, so long as Holder is
still serving as a director of the Company or any of its Subsidiaries, the
shares of Holder Stock that are unvested immediately prior to such initial
Public Offering will vest as follows: (i) an additional number of shares of
Holder
Stock will vest upon the occurrence of such Public Offering so that 33% of
the Holder Stock will be vested immediately thereafter, (ii) commencing on
the day immediately following such Public Offering and continuing until the
2nd Anniversary of the Closing, an additional number of shares of Holder
Stock will vest daily on a pro rata basis so that 40% of the Holder Stock
will be vested on the 2nd Anniversary of the Closing, and (iii) commencing
on the day immediately following the 2nd Anniversary of the Closing, the
remaining unvested shares of Holder Stock will vest daily on a pro rata
basis so that100% of the Holder Stock will be vested on the 5th Anniversary
of the Closing.
Section 2. Retroactive Application of Amended and Restated Vesting
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Schedule. The amendment set forth in Section 1A above shall be applied
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retroactively so as to cause the Holder Stock to be subject to the amended and
restated Vesting Schedule as of May 21, 1999.
Section 3. Limitations. Except as expressly amended by this
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Amendment, all of the terms and provisions of the Stock Restriction Agreement
shall remain in full force and effect. This Amendment supersedes and preempts
any prior understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject matter hereof in
any way.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Stock Restriction Agreement on the date first written above.
ZEFER Corp.
By: /s/ Xxxxx Xxxxx
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Its: President
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Agreed and Accepted:
GTCR FUND VI, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Name:
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Its: Principal
GTCR VI EXECUTIVE FUND, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Name:
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Its: Principal
GTCR ASSOCIATES VI
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Name:
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Its: Principal
SIGNATURE PAGE TO FIRST AMENDMENT
TO STOCK RESTRICTION AGREEMENT
