AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into as of March
15,
2006, by and between Barnabus Energy, Inc. (incorporated as Barnabus Enterprises
Ltd.), a Nevada corporation (hereinafter called the “Corporation”), and Xxxxxx
X. Xxxxxxxx (hereinafter called the “Executive”). The Amendment No. 1 has been
clarified pursuant to resolutions of the Board of Directors of the Company
dated
July 24, 2006.
WITNESSETH:
WHEREAS
the Corporation and the Executive have entered into that certain Employment
Agreement dated as of November 1, 2005 (the “Agreement”) and now wish to amend
such Agreement;
NOW
THEREFORE in consideration of the mutual promises, covenants, representations
and warranties contained herein, and other good and valuable consideration
the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree to amend (this “Amendment”) the Agreement as follows:
1. Equity
Compensation.
Section
3(c) of the Agreement is hereby deleted in its entirety and replaced with the
provision set forth below:
(c) Stock
Grant.
On
March 15, 2006, the Corporation shall issue to Executive one million four
hundred seven thousand eight hundred five (1,407,805) shares (the “Stock Grant”)
of the Corporation’s common stock. The Stock Grant shall vest in accordance with
the provisions set forth on Exhibit A. The Stock Grant shall be duly authorized,
legally issued, fully paid and non-assessable. If the Corporation terminates
this Agreement for Cause pursuant to Section 5(a) hereof, or if the Executive
terminates this Agreement other than for Good Reason pursuant to Section 5(c)
hereof, then the Executive shall be deemed to have forfeited all of the Stock
Grant that has not vested in accordance with Exhibit A at the time of such
termination, and the Executive shall deliver certificates representing such
forfeited shares to the Corporation promptly after such
termination.
2. Option
Revocation.
All
options previously issued to the Executive pursuant to Section 3(c) of the
Agreement shall be cancelled and revoked and shall be of no further force and
effect.
3. Other.
Except
for the changes made by this Amendment, the original Agreement shall remain
in
full force and effect. Capitalized terms used but not defined herein shall
have
the meanings given to them in the Agreement.
IN
WITNESS WHEREOF, the Corporation and the Executive have executed this Amendment
on the day and year first above written.
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BARNABUS
ENERGY, INC.
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By:
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/s/
Xxxxx
Xxxxxxx
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Xxxxx
Xxxxxxx, Chief Executive Officer
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By:
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/s/
Xxxxxx
Xxxxxxxx
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Xxxxxx X. Xxxxxxxx |
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EXHIBIT
A
STOCK
GRANT VESTING PROVISIONS
Provided
that the Agreement has not earlier been terminated, the Stock Grant shall vest
as set forth in the following table:
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Date
of
Vesting
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Stock
Vesting
on Date
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Aggregate
Stock Vested
Through
Date
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Stock
Remaining
Unvested
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1,407,805
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March
15, 2006
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117,317
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117,317
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1,290,488
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March
31, 2006
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117,317
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234,634
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1,173,171
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June
30, 2006
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117,317
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351,951
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1,055,854
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September
30, 2006
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117,317
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469,268
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938,537
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December
31, 2006
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117,317
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586,585
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821,220
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March
31, 2007
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117,317
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703,902
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703,903
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June
30, 2007
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117,317
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821,219
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586,586
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September
30, 2007
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117,317
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938,536
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469,269
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December
31, 2007
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117,317
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1,055,853
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351,952
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March
31, 2008
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117,317
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1,173,170
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234,635
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June
30, 2008
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117,317
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1,290,487
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117,318
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September
30, 2008
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117,318
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1,407,805
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0
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In
addition to the foregoing vesting milestones, all unvested shares of stock
vest
immediately upon (i) a termination of this Agreement due to the death or
disability of the Executive in accordance with Section 7(a) of the Agreement,
or
(ii) a termination of this Agreement by the Corporation other than for Cause
pursuant to Section 7(b), or (iii) a termination by the Executive for Good
Reason pursuant to Section 7(c) or (iv) upon a Change of Control as that term
is
defined in Section 7(c).
All
share
amounts in this Exhibit A shall be adjusted for stock splits, consolidations,
reorganizations and similar transactions. All section references herein are
to
sections of the Agreement.
-2-
