EXHIBIT 10.18
AMENDMENT NO. 2
TO THE
RESTRICTED STOCK PURCHASE AGREEMENT
This Amendment No. 2 (this "Amendment") to the Restricted Stock
Purchase Agreement, dated as of October 31, 2001, as amended on May 7, 2002 (as
amended, the "Restricted Stock Purchase Agreement"), is entered into effective
as of April 1, 2004, by and between Barrier Therapeutics, Inc., a Delaware
corporation (the "Company"), and Xx. Xxxxx Xxxxxxxxxxx (the "Purchaser").
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Restricted Stock Purchase Agreement.
RECITALS:
WHEREAS, the Company agreed to sell and the Purchaser agreed to
purchase shares of the Company's common stock, par value of $.0001 per share
(the "Common Stock"), pursuant to that certain Restricted Stock Purchase
Agreement; and
WHEREAS, contemporaneously with the execution of this Amendment, the
Company and the Purchaser have entered into a new employment agreement (the
"Employment Agreement"); and
WHEREAS, the Company's Compensation Committee has determined to make
certain amendments to the Restricted Stock Purchase Agreement and the Common
Stock issued thereunder (the "Shares") to be consistent with the terms of the
Employment Agreement; and
WHEREAS, this Amendment shall be effective upon execution by the
Company and the Purchaser.
NOW THEREFORE, in consideration of the mutual covenants herein, and
intending to be legally bound hereby, the parties agree as follows:
1. Section 4 of the Restricted Stock Purchase Agreement is hereby amended
in its entirety to read as follows:
"4. Release of Shares From Repurchase Option. The Shares shall be
released from the Repurchase Option as follows:
PERCENTAGE OF SHARES FOR WHICH THE
SHARES ARE RELEASED FROM THE
DATE REPURCHASE OPTION
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Upon the date the Purchaser commences employment with the 25%
Company
Upon the one year anniversary of the date the Purchaser commences 18.75%
employment with the Company
Monthly for three (3) years beginning after the one year anniversary 1.5625%
of the date the Purchaser commences employment with the Company
In the event that the Purchaser is terminated by the Company
without Cause (as defined in the Employment Agreement) or the Purchaser
terminates employment with the Company for Good Reason (as defined in
the Employment Agreement), the Shares shall be released from the
Repurchase Option on the Termination Date for the period of employment
plus the Purchaser's Severance Period (as defined in the Employment
Agreement), and all other Shares may be repurchased by the Company
pursuant to Section 3 hereof.
In the event of the Purchaser's death or Disability (as
defined in the Employment Agreement), all Shares shall be released from
the Repurchase Option.
In the event of a Change of Control (as defined in the
Employment Agreement), all Shares shall be released from the Repurchase
Option.
The release of shares from the Repurchase Option is
cumulative, but shall not exceed 100%. If the foregoing schedule would
produce fractional Shares, the number of Shares for which the
Repurchase Option is released shall be rounded down to the nearest
whole Share."
2. Except as specifically amended herein, all terms and conditions
contained in the Restricted Stock Purchase Agreement shall remain in full force
and effect. To the extent there is any conflict between the Restricted Stock
Purchase Agreement and this Amendment, the terms of this Amendment shall
prevail.
3. This Amendment shall be governed by and construed under the laws of the
State of New Jersey as applied to agreements among New Jersey residents entered
into and to be performed entirely within New Jersey.
4. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but both of which together shall constitute one
instrument.
-2-
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment to the Restricted Stock Purchase Agreement as of the date set forth in
the first paragraph hereof.
BARRIER THERAPEUTICS, INC.
By: /s/ Xxxx X. XxxXxxx
_________________________________
Name: Xxxx X. XxxXxxx
Title: EVP, Chief Financial Officer
and Treasurer
PURCHASER:
/s/ Geert Cauwenbergh
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Xx. Xxxxx Xxxxxxxxxxx
SIGNATURE PAGE TO AMENDMENT NO. 2
TO THE RESTRICTED STOCK PURCHASE AGREEMENT
