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Exhibit 10.41
AMENDMENT TO STOCK GRANT
AND
STOCK OPTION AGREEMENT
This AMENDMENT TO STOCK GRANT AND STOCK OPTION AGREEMENT ("Amendment")
is entered into as of December 28, 1998, by and between Bikers Dream, Inc., a
California corporation ("Company") and Xxxx Xxxxxxxx ("Optionee"). The parties
to this Amendment are hereinafter sometimes referred collectively as the
"Parties".
RECITALS;
WHEREAS, the Parties have entered into a Stock Grant and Stock Option
Agreement dated as of December 24, 1997 (the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement in order to revise the
terms and conditions under which Optionee will receive stock grants and stock
options, as well as to correctly reflect the Company's 1998 one-for-five reverse
stock split;
NOW, THEREFORE, in consideration of the above recitals, the promises and
the mutual representations, warranties, covenants and agreements herein
contained, the Parties hereby agree as follows:
1. Amendment of Agreement. The Agreement is hereby amended as set
forth below.
(a) Section 1 of the Agreement is hereby amended in full as
follows:
"1. Stock Grant. Company shall grant Optionee up to 30,000
shares of the Company's restricted common stock, to vest in a 20,000
share allotment on January 1, 1999 and a 10,000 share allotment on
January 1, 2000. The allotment of 20,000 shares vesting on January 1,
1999 shall vest whether or not Optionee is then employed by the
Company as of January 1, 1999; however, the allotment of 10,000
shares vesting on January 1, 2000 shall vest only if Optionee is
still employed by the company pursuant to his Employment Agreement as
of September 1, 1999; further provided that, subject to prior vesting
as described herein, none of these 30,000 shares shall be issuable
until September 1, 2000 or upon termination, whichever occurs first.
(b) Section 2. In order to reflect the Company's one-for-five
reverse stock split, the reference to "2,300,000 shares" in Section 2 is hereby
amended to read "460,000 shares" and, in order to reflect both the reverse stock
split and an adjustment of the exercise price of the options to reflect the
current market price of the Company's stock as of the date of this Amendment,
the reference to "an exercise price of $1.00 per share" is hereby amended to
read "an exercise price of $3.00 per share".
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(c) Schedule A. Schedule A of the Agreement is hereby amended in
full as set forth on Schedule A attached hereto.
2. Existing Agreement. Except as otherwise amended or modified herein or
hereby, the provisions of the Agreement are hereby reaffirmed and shall remain
in full force and effect.
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to
Stock Grant and Stock Option Agreement to be executed and delivered as of the
date first above written.
BIKERS DREAM, INC.
By: /s/ Xxxx Xxxx
-------------------------------------
Name: Xxxx Xxxx
Title: Corporate Secretary
OPTIONEE
X. Xxxxxxxx
----------------------------------------
Xxxx Xxxxxxxx
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SCHEDULE A
VESTING SCHEDULE
1. The Option will vest as to the number of shares listed in the
"Automatic Vesting" column on the indicated date. The Option will vest as to the
number of shares indicated under the Performance Options column as indicated in
paragraph 2.
Date Automatic Vesting Performance Options
---- ----------------- -------------------
September 1, 1998 80,000 --
December 31, 1998 40,000 40,000
December 31, 1999 50,000 50,000
December 31, 2000 50,000 50,000
December 31, 2001 50,000 50,000
2. The Performance Options will vest as follows:
% of Budget Achieved % of Performance Options Vesting
-------------------- --------------------------------
up to 75% 0%
75% to 100% 75% to 100%
The Performance Options will vest ratably with the percentage of budget
achieved in excess of 75%.
The budget referenced herein is the budget which shall be submitted
annually by Xx. Xxxxxxxx and the management team, and approved by the Board of
Directors, subject to revision as approved by the Board of Directors or an
authorized committee thereof.
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