Skins Inc. New York, NY 10010 July 30, 2008
0000
Xxxxxxxx- 00xx
Floor
New
York,
NY 10010
July
30,
2008
Re:
Amendment No. 1 to the Employment Letter Agreement dated July 9,
2008
Dear
Xxxxxxx Xxxxxxx,
In
accordance with our discussions, Skins Inc. (the “Company”) is pleased to
confirm this Amendment no. 1 (this “Amendment”) to the Employment Letter
Agreement dated July 9, 2008 (the “Letter Agreement”), as follows:
1. Section
6
of the Letter Agreement is amended and restated in its entirety as
follows:
6. Shares
of Common Stock.
(a) You
will
be granted 150,000 restricted shares of the Company’s Common Stock upon the date
of this Amendment (the “Initial Shares”). Upon the three month anniversary of
your start date, which was June 16, 2008, you will receive an additional 250,000
restricted shares of the Company’s Common Stock (the “Subsequent Shares” and
collectively with the Initial Shares, the “Shares”). You will be eligible for
further stock grants and/or stock options as determined by the Board of
Directors. The Shares shall be subject to the restrictions set forth below
in
this Section 6.
(b) In
accordance with Rule 144 of the Securities Act of 1933, as amended, you cannot
trade the Shares for, at a minimum, six months from the date of grant, in
addition to compliance with the other requirements under Rule 144.
(c) While
you
remain an employee you will only be able to sell the Shares in the event of
a
Corporate Action such as a merger, acquisition, sale of substantially all of
the
Company’s assets, change in control, dissolution, or windup of the Company.
However you may, at the sole discretion of the Company, be allowed to sell
some
or all of the Shares. Any sales of your shares are further restricted by the
applicable securities regulations with regard to your status as an officer
of
the Company, and in no event may you sale the Shares in violation of such
regulations or in conflict with the Company’s xxxxxxx xxxxxxx
policy.
(d) If
you
are terminated for Cause, as defined below, you will lose all rights to all
shares granted to you or due to be granted to you immediately. You shall
cooperate with the Company in returning the Shares to the Company in such an
event.
(e) If
you
are terminated without Cause or you leave the employment of the Company for
Good
Reason you may keep any of the Shares granted to you for five years from the
date of termination. You will only be able to sell the Shares in the event
of a
Corporate Action, such as a merger, acquisition, sale of substantially all
of
the Company’s assets, change in control, dissolution, or windup of the Company.
However you may, at the sole discretion of the Company, be allowed during the
five year period to sell some or all of your shares. If at the end of the five
year period the Company has not completed a Corporate Action or the Company
has
not allowed you to sell all your shares then you will lose your rights in any
remaining Shares at that time.
Xxxxxxx
X. Xxxxxxx
July
30,
2008
Page
2
(f) For
purposes of this Letter Agreement, the following terms shall be defined as
follows:
(i) Change
in Control
- shall
be defined as 75% of the current board members no longer serving on the board
or
Xxxx Xxxxx no longer serving as President and Chief Executive Officer of the
Company.
(ii) Cause
- shall
be defined as 1) any conviction by a court of law of, or entry of pleading
guilty or nolo
contendre
with
respect to, a felony or any other crime for which fraud or dishonesty is a
material element; 2) willful and deliberate dishonesty of a material nature
towards the Company; 3) fraud or embezzlement; 4) use of alcohol or drugs which
materially interferes with the performance of duties; 5) willfully or recklessly
engaging in conduct which is materially injurious to the Company.
(iii) Good
Reason
- shall
be defined as 1) reduction of compensation; 2) the Company relocates the primary
place of business to a location other than Manhattan or increases a one way
commute from your current home by more than 20 miles over the distance currently
traveled; 3) duties have been changed so that they are inconsistent with the
duties customarily assumed by the title granted.
2. Except
as
amended herein, the Letter Agreement shall remain in full force and
effect.
3. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
This Amendment may be executed and delivered by facsimile.
[SIGNATURE
PAGE TO FOLLOW]
Xxxxxxx
X. Xxxxxxx
July
30,
2008
Page
3
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Very
truly yours,
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/s/
Xxxx
Xxxxx
Xxxx
Xxxxx
Chief
Executive Officer
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I
have read and accept the above terms of employment:
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/s/
Xxxxxxx
Xxxxxxx
Signature
of Xxxxxxx Xxxxxxx
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