PUREDEPTH, INC. AMENDMENT OF STOCK OPTION AGREEMENT
Exhibit
10.20
AMENDMENT
OF STOCK OPTION AGREEMENT
THIS
AMENDMENT OF STOCK OPTION AGREEMENT is made by and between PureDepth, Inc.,
a
Delaware corporation (the "Company"), and Xxxx Xxxxxx (the
"Optionee").
RECITALS
WHEREAS,
the Optionee holds an option to purchase shares of the Company's Common Stock
(the "Option") pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"),
which was evidenced by a form of Stock Option Agreement (the "Option
Agreement"); and
WHEREAS,
the Option's term was shortened in connection with a corporate transaction
effective
in March of 2006 such that it would terminate if not exercised by December
31,
2006; and
WHEREAS,
the Company wishes to permit the Optionee to exercise the Option over a
longer
period of time, contingent on the Optionee's continued employment with the
Company; and
WHEREAS.
the Company and the Optionee have agreed to a fixed exercise schedule for
the
Option in order to permit good faith compliance with the interim guidance under
Section 409A of the Code; and
WHEREAS,
the Company and the Optionee wish to amend the Option Agreement to provide
for the exercise of the Option pursuant to a fixed schedule, and the limited
resale of the Shares subject to the Option, pursuant to the terms and conditions
set forth below;
AGREEMENT
NOW,
THEREFORE, the Company and the Optionee agree as follows:
1. Definitions.
Unless
otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Option Agreement or the Plan, as the case may
be.
2. Exercise.
Notwithstanding
the termination date in the Option Agreement, the Option may be exercised only
in the calendar years indicated on Schedule A, and then only to the extent
the
Optionee remains employed by the Company at the time of exercise or as otherwise
permitted on Schedule A. If a portion of the Option is not exercised (including
because the Optionee's employment has terminated) during the permitted exercise
period, that portion shall lapse and cease to be exercisable.
3. Sale
of Shares. Subject
to applicable law and the Company's xxxxxxx xxxxxxx and other policies, the
Shares obtained on exercise of the Option may not be sold more rapidly than
pursuant to the Schedule indicated on Schedule B.
4. Continuation
of Other Terms. Except
as
set forth herein, all other terms and conditions
of the Option Agreement shall remain in full force and effect.
5. Tax
Consequences of Amendment. The
Optionee acknowledges that the tax law applicable to stock options is complex
and subject to change, and that the Optionee is advised to consult
with his or her tax advisor regarding the consequences of this Amendment, the
subsequent
exercise of the Option and the disposition of shares acquired upon exercise
of
the Option.
6. Applicable
Law. This
Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered
into
and to
be
performed entirely within the State of California.
| PUREDEPTH, INC.: | ||
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| Date: 12/19/2006 | By: | /s/ Xxxx Xxxxxxxxxxxx |
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| Title: CEO | ||
| OPTIONEE: | ||
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| Date: 12/19/2006 | By: | /s/ Xxxx Xxxxxx |
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Schedule
A
Option
Exercise Schedule
2007: 740,119
Shares
2008: 740.119
Shares
Note:
In
the event of the Optionee's termination of employment with the Company for
any
reason other than an involuntary
termination other than for Cause, the unexercised portion Of the Option
contemplated in this schedule shall
immediately cease to be exercisable. In the event of an involuntary termination
other than for Cause, the portion of the Option that would have been exercisable
in the twelve (l2) month period following the termination shall remain
exercisable to the extent permitted pursuant to the schedule above.
"Cause"
shall mean the occurrence during the Optionee's employment with the Company
of
any of the following: (i) the Optionee's indictment for, formal admission to
(including a plea of guilty or nolo
contendere to),
or
conviction of either a felony or a crime of moral turpitude, (ii) the Optionee's
dishonesty, breach of trust, breach of fiduciary
duty, unethical business conduct, or commission of any crime involving the
Company, (iii) gross negligence
or willful misconduct by the Optionee in the performance of the Optionee's
duties to the Company; the willful or knowing unauthorized dissemination by
Executive of confidential Company information; failure
by the Optionee to perform Optionee's duties which are reasonably and in good
faith requested in writing by
the
Optionee's supervisor and which are not cured (to the extent curable) by the
Optionee within thirty (30) days following receipt by the Optionee of such
written request.
Schedule
B
Selling
Schedule
2007: 370,060
Shares
2008: 518.083
Shares
2009: 592,095
Shares
