EXHIBIT 10.2
FIRST AMENDMENT TO STOCK OPTION AGREEMENT 07-025
This First Amendment to the Stock Option Agreement (the "First
Amendment") is made and entered into effective as of November 12, 2007
("Effective Date") by and between the XsunX, Inc., a Colorado Corporation
("Company"), and Xxxxxx Xxxxxxxx, an individual ("Optionee"). The Company and or
the Optionee hereinafter may be referred to individually as a "party" and
collectively as the "parties."
RECITALS
A. The Company and Optionee are parties to that certain Stock Option
Agreement #07-025 effective October 23, 2007, as amended ("Agreement"), under
which the Company provided Optionee with a grant of options to purchase common
stock of the Company in accordance with the terms and conditions set forth
therein.
B. The Company and Optionee now wish to amend the Stock Option Agree-
ment as of the Effective Date in accordance with the terms set forth herein.
NOW THEREFORE, in consideration of the foregoing Recitals, which are
made a part of this Amendment, the mutual covenants, agreements, and
representations contained in this Amendment, and other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties agree as follows:
AGREEMENT
1. AMENDED TERMS.
1.1 The total option share grant providing for 1,250,000 option shares shall be
modified to provide 1,500,000 total option shares.
1.2 Section 3.i (b) of the Agreement is amended and replaced by the following
language:
"Beginning October 1, 2007 the Option shall vest and become exercisable at
the rate of 62,500 Shares upon the anniversary of each calendar quarter of
continuous service as a Director, or prorated portion thereof, for services
rendered as a member of the Company Board of Directors up to a total of
500,000 shares."
2. MISCELLANEOUS.
2.1. Counterparts. This First Amendment may be executed in two or more
counterparts, each of which will be deemed to be an original copy of this First
Amendment and all of which, when taken together, will be deemed to constitute
one and the same agreement. Facsimile signatures shall be effective as original
signatures.
2.2. Binding Effect. This First Amendment shall be binding upon and
inure to the benefit of the parties and their respective permitted successors
and assigns.
2.3. Entire Agreement and No Oral Amendment. This First Amendment
constitutes the entire and exclusive agreement of the parties with respect to
its subject matter and supersedes any and all prior or contemporaneous oral or
written representations, understandings, or agreements relating thereto. Without
limiting the foregoing, the parties expressly affirm that each term and
provision of the Agreement and remains unchanged except as specifically modified
by the First Amendment. This First Amendment may be modified, supplemented or
changed only by an agreement in writing which makes specific reference to this
First Amendment and which is signed by the parties.
IN WITNESS WHEREOF, the parties by their signatures hereto have caused
this First Amendment to be effective as of the Effective Date. The persons
signing below warrant their authority to sign the First Amendment on behalf of
the Company and Optionee, respectively.
XsunX, Inc. Optionee
By: By:
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Signature Signature
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Printed Name Printed Name
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Title Title
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Date Date
