AMENDMENT NO. 1 TO THOMAS G. HUDSON STOCK OPTION AGREEMENT
EXHIBIT
10.25
AMENDMENT
NO. 1
TO
XXXXXX
X. XXXXXX
This
Amendment No. 1 (this “Amendment”) is effective as of September 8, 2006, and is
by and between Capital Growth Systems, Inc., a Florida corporation (the
“Company”), and Xxxxxx X. Xxxxxx, a resident of Minnesota (the “Executive”). All
capitalized terms used in this Amendment and not otherwise defined shall have
the meanings assigned to them in the Option Agreement (as defined
below).
WHEREAS,
the Company and the Executive entered into an Employment Agreement, dated as
of
June 28, 2006 as amended by that certain Amendment No. 1 to Employment Agreement
dated as of September 8, 2006 (together, the “Employment Agreement”), pursuant
to which the Company employs the Executive;
WHEREAS,
pursuant to the terms of the Employment Agreement, Executive was granted an
option to purchase 1,496,993 shares of common stock of the Company (the
“Employee Options”) as provided under that certain Stock Option Agreement dated
as of June 28, 2006 (the “Option Agreement”);
WHEREAS,
the Company now wishes to clarify Section 2 of the Option Agreement governing
the exercise price of the Employee Options and to amend Section 6 governing
the
terms under which the Employee Options may be exercised, all as provided
herein.
NOW,
THEREFORE, in consideration of the foregoing recitals, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Executive, intending to be legally bound,
hereby agree as follows:
1. Clarification
of Exercise Price.
In
order to clarify Section 2 of the Option Agreement governing the exercise price
of the options, Section 2 of the Option Agreement is hereby revised in its
entirety to read as follows:
“2. Exercise
Price:
$.70
per share (as equitably adjusted for reverse splits, forward splits and
recapitalizations).”
2. Amendment
of Option Agreement Regarding Exercise Terms.
Section
6 of the Option Agreement is hereby revised in its entirety to read as
follows:
“6. Exercise
of Option.
Subject
to the terms and condition herein and in the Employment Agreement, the Option,
to the extent vested, may be exercised in whole or in part upon written notice
to the Company and payment in cash, by check or wire transfer of an amount
(“Option Price”) equal to the product of (i) the Exercise Price multiplied by
(ii) the number of Shares to be acquired. The Option Price may be paid in shares
of Common Stock (A) which are already owned by the Optionee and which are
surrendered to the Company in good form for transfer or (B) which are retained
by the Company from the shares of the Common Stock which would otherwise be
issued to the Optionee upon the Optionee’s exercise of the Option. Such shares
shall be valued at their Fair Market Value on the date of exercise of the
option. In lieu of payment in fractions of Shares, payment of any fractional
Share amount shall be made in cash or check payable to the Company. The exercise
price may also be paid by delivering a properly executed exercise notice in
a
form approved by the Board together with irrevocable instructions to a broker
to
promptly deliver to the Company the amount of applicable sale price. No shares
of Common Stock shall be issued to the Optionee upon exercise of an option
until
the Company receives full payment therefore as described above.”
3. Construction;
Severability.
The
provisions of this Amendment shall be applied and interpreted in a manner
consistent with each other so as to carry out the purposes and intent of the
parties hereto, but if for any reason any provision hereof is determined to
be
unenforceable or invalid, such provision or such part thereof as may be
unenforceable or invalid shall be deemed severed from this Amendment and the
remaining provisions carried out with the same force and effect as if the
severed provision or part thereof had not been a part of this
Amendment.
4. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which taken together shall constitute
one
and the same Amendment.
5. Continuation.
Except
as amended hereby, the Option Agreement shall remain in full force and
effect.
[Signature
Page to Follow]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment.
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COMPANY:
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EXECUTIVE:
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Capital
Growth Systems, Inc.
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/s/
Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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By:
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/s/
Xxxxxxx Xxxxxx
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Executive
Vice President
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