MODIFICATION AGREEMENT
Exhibit 10.3
This MODIFICATION AGREEMENT dated as of September 29, 2006 is by and between COMSYS IT
Partners, Inc., a Delaware corporation (the “Company”), and Xxxxx X. Xxxxxxxxx (the “Participant”).
Recitals
A. The Company and the Participant are parties to that certain 2006 Stock Issuance Agreement
dated as of July 27, 2006 (the “Issuance Agreement”) pursuant to which the Company issued 150,000
shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), to the
Participant. Capitalized terms used but not defined in this Modification Agreement have the
meanings ascribed to them in the Issuance Agreement.
B. The Shares are subject to certain vesting restrictions as set forth in the Issuance
Agreement.
C. In an effort to retain the services of the Participant and incent the Participant to
contribute to the Company’s long-term success, the Company believes it is in its best interest and
the best interest of the Company’s stockholders to modify the vesting schedule with respect to a
portion of the Shares, all on the terms set forth in this Modification Agreement.
In consideration of the foregoing premises and the mutual covenants, conditions and agreements
set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Participant, each intending to be legally bound,
agree as set forth below:
ARTICLE I
Section 1. Vesting of Shares. The vesting schedule for the 50,000 Shares referred to in
Section 1(b)(i) of the Issuance Agreement, which were originally scheduled to vest on July 27,
2006, is hereby modified to provide that these Shares will vest on the earlier of (i) January 1,
2009 or (ii) the termination of Xx. Xxxxxxxxx’x employment for any reason that would entitle him to
severance benefits under Section 6 of his employment agreement with the Company dated as of July
27, 2006 (as amended from time to time).
Section 2. Full Force and Effect. Except as modified by this Modification Agreement, the
Issuance Agreement will remain in full force and effect in accordance with its terms.
Section 3. Governing Law. This Modification Agreement will be governed by the laws of the
State of Delaware without giving effect to any choice or conflict of law provisions.
Section 4. Successor and Assigns. The provisions of this Modification Agreement will inure
to the benefit of, and be binding upon, the Company and its successors and assigns, and upon the
Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the
Participant’s estate, whether or not any such person shall have become a party to this Modification
Agreement and have agreed in writing to join herein and be bound by the terms hereof.
1
IN WITNESS WHEREOF, the parties have executed this Modification Agreement on the day and year
first indicated above.
COMSYS IT PARTNERS, INC.
By:\s\XXX X. XXXXXXXX, XX.
Name: Xxx X. Xxxxxxxx, Xx.
Title: Senior Vice President and General Counsel
Name: Xxx X. Xxxxxxxx, Xx.
Title: Senior Vice President and General Counsel
PARTICIPANT
\s\XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
