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EXHIBIT 10.23
XXXXXXX TECHNOLOGIES, INC.
AMENDMENT NUMBER ONE TO
RESTRICTED STOCK AGREEMENT
THIS AMENDMENT NUMBER ONE TO RESTRICTED STOCK AGREEMENT (the
"Amendment") is made and entered into as of June 24, 1997 between XXXXXXX
TECHNOLOGIES, INC., a Delaware corporation, (the "Company") and XXXXXXX
XXXXXXXXX (the "Executive").
RECITALS
WHEREAS, the Company and Executive are parties to that certain Xxxxxxx
Laboratories, Inc. Restricted Stock Agreement, dated July 25, 1996
("Agreement") under which Executive was granted shares of the Company's Common
Stock subject to certain restrictions; and
WHEREAS, the parties desire to amend the Agreement to reflect the grant
of additional restricted shares of Common Stock to Executive;
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
1. Award of Additional Stock. Paragraph 1 of the Agreement is
amended to award to Executive 10,000 shares of Company common stock, $.10 par
value, (the "Additional Stock"), in addition to the 177,960 shares of
Restricted stock (after giving effect to a 2 for 1 stock split after the date
of the Agreement) granted under the Agreement. The Additional Stock shall be
subject to the terms and conditions of the Agreement, as amended by this
Amendment.
2. Vesting Schedule. The shares of Additional Stock granted
hereunder and not hereafter forfeited shall vest and cease to be subject to
forfeiture in accordance with the following schedule: 2,500 shares of
Additional Stock shall vest on April 30, 1998 and an additional 209 shares of
Additional Stock shall vest on the last day of each month thereafter for the
next 12 such months, and 208 shares of Additional Stock shall vest on the last
day of each of the 24 months immediately following such 12 month period, at
which time all shares of Additional Stock shall be vested (each such date and
the date of any event described in Section 5 of the Agreement is referred to
hereinafter and in the Agreement as a "Vesting Date"). Upon the vesting of
shares of Additional Stock, the "Transfer Restrictions" (within the meaning of
Section 3 of the Agreement) thereon shall lapse.
3. Effect of Amendment. All other terms and conditions of the
Agreement shall apply to the Additional Stock as though such shares were
included therein as originally granted shares of Restricted Stock. Except as
specifically provided in paragraphs 1 and 2 above, the parties rights and
obligations with respect to the Additional Stock shall be as set forth in the
Agreement, and all of the terms and conditions of the Agreement, as
supplemented by this Amendment, shall remain in full force and effect.
XXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Vice President-
Finance & Administration
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
