FIRST AMENDMENT TO AGREEMENT TO GRANT STOCK
Exhibit 10.48
This First Amendment to Agreement to Grant Stock (“Amendment”) is entered into on May 17, 2006
by and between American Reprographics Company, a Delaware corporation (“ARC”) and Xxxxx X. Xxx
(“Xxx”).
This Amendment is entered into with reference to the following facts:
X. Xxx is the Chief Technology Officer of ARC.
B. The parties entered into an Agreement to Grant Stock dated as of December 7, 2004
(“Agreement”) relative to an ARC product referred to therein as the SubHub product.
C. The parties wish to clarify with this Amendment certain provisions of the Agreement
regarding Roy’s duties relative to the SubHub product.
Now, Therefore, the parties agree as follows:
1. Section 2(e) of the Agreement is amended in full to read as follows:
(e) Roy’s rights to the shares granted hereunder shall vest in their entirety, and not
in segments or portions, and shall vest if, and only if,
(1) During the five (5) years following the date of xxxxx, Xxx shall maintain, service
and improve the SubHub product, including the development of software patches, as needed,
and new functions as may be requested from time to time by ARC customers, vendors or
employees and approved by ARC’s Chief Operating Officer; and
(2) Xxx shall continue to be employed by ARC or any of its subsidiaries on the fifth
(5th) anniversary of the date of grant. For purposes of this Agreement, if Roy’s employment
with ARC terminates under any circumstances other than a termination by ARC without Cause or
a termination by Xxx for Good Reason, as those terms are defined in and governed by the
Employment Agreement dated on January 7, 2005 between ARC and Xxx, or any extension thereof
(“Employment Agreement”), then Xxx shall not be deemed so employed.
2. All capitalized terms in this Amendment are defined in the Agreement.
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3. In all other respects, the Agreement shall remain in full force and effect without
modification.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement to Grant Stock
as of the date first hereinabove set forth.
| AMERICAN REPROGRAPHICS COMPANY, | ||||||
| a Delaware corporation | ||||||
By:
|
/s/ Xxxx Xxxx | /s/ Xxxxx X. Xxx | ||||
| Xxxx Xxxx | Xxxxx X. Xxx | |||||
Title:
|
CFO | |||||
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