SECOND AMENDED RESTRICTED STOCK GRANT AGREEMENT
Exhibit 10.18
SECOND AMENDED RESTRICTED STOCK GRANT AGREEMENT
THIS SECOND AMENDED STOCK GRANT AGREEMENT (the “Second Amended Agreement”) is made effective as of this 1st day of February 2006, between XXXXX TECHNOLOGIES, INC. (“Company”) and Xxxxxxx Xxxx (“Employee”).
RECITALS
WHEREAS, Company and Employee entered into a certain Restricted Stock Grant Agreement (the “Agreement”) on February 25, 2004, and entered into an Amended Agreement effective as of July 9, 2005 (the “Amended Agreement”), the parties now desire to mutually amend the Agreement in this Second Amended Agreement as set forth below;
NOW, THEREFORE, in view of the foregoing recitals which are incorporated as a part of this Second Amended Agreement, and in consideration of the terms and conditions of this Second Amended Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
| 1. | Paragraph 2 of the Amended Agreement is amended as follows: |
The 100,000 shares that would vest in 25,000 share increments between February 8, 2006, and March 15, 2006, will vest as per the attached Schedule A, Column 1. If Employee is terminated for any reason prior to the vesting of any shares pursuant to Schedule A, Column 1, or resigns, the remaining shares in Schedule A, Column 1, shall vest according to Schedule A, Column 1.
| 2. | Paragraph 2(B) of the Agreement is amended as follows: |
The 150,000 shares that vest on February 1, 2007, under the Agreement shall vest according to Schedule A, Column 2. If Employee is terminated for any reason except gross negligence or criminal conduct prior to the vesting of any shares pursuant to Schedule A, Column 2, the remaining shares in Schedule A, Column 2, shall vest according to Schedule A, Column 2. If Employee resigns or is terminated for gross negligence or criminal conduct, Employee shall receive a prorated number of shares equal to 12,500 per month for every full month Employee has been employed by Company from February 1, 2006 to January 31, 2007 according to Schedule A, Column 2.
| 3. | Company and Employee may mutually agree to include any or all shares held by Employee in any public offering. |
| 4. | The Company recognizes that the employee will enter into a 10b5-1 trading plan to sell a portion of the shares vesting on each date included in Schedule A in order to manage the employee’s tax liability arising from the vesting schedule. |
| 5. | The Company makes no representations to Employee regarding any tax implications of this Second Amended Agreement. The Company also does not represent that the share price on any given date shall be the same as the price of the shares when Employee may have otherwise been entitled to receive shares except for this Second Amended Agreement. |
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| 6. | All other provisions of the Agreement shall remain in full force and effect. To the extent any provisions of the Agreement conflict with the provisions of this Second Amended Agreement, this Second Amended Agreement shall govern. |
IN WITNESS WHEREOF, Company and Employee have executed this Second Amended Agreement effective as of the date first set forth above.
| COMPANY: | EMPLOYEE: | |||||||
| XXXXX TECHNOLOGIES, INC. | ||||||||
| By | /s/ Xxxxx X. Xxxx | By | /s/ Xxxxxxx X. Xxxx | |||||
| Its: | Chief Executive Officer | Xxxxxxx X. Xxxx | ||||||
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Schedule A
| 1 | 2 | |||
| Vesting Dates |
New Vesting Schedule for 100,000 Deferred Shares |
New Vesting Schedule for 150,000 Shares | ||
| Wednesday, March 22, 2006 |
6,250 | |||
| Thursday, August 03, 2006 |
3,000 | |||
| Tuesday, August 08, 2006 |
3,000 | |||
| Friday, August 11, 2006 |
3,000 | |||
| Wednesday, August 16, 2006 |
3,000 | |||
| Monday, August 21, 2006 |
3,000 | |||
| Thursday, August 24, 2006 |
3,000 | |||
| Tuesday, August 29, 2006 |
3,000 | |||
| Friday, September 01, 2006 |
3,000 | |||
| Wednesday, September 06, 2006 |
3,000 | |||
| Monday, September 11, 2006 |
3,000 | |||
| Thursday, September 14, 2006 |
3,000 | |||
| Tuesday, September 19, 2006 |
3,000 | |||
| Friday, September 22, 2006 |
3,000 | |||
| Wednesday, September 27, 2006 |
3,000 | |||
| Monday, October 02, 2006 |
3,000 | |||
| Thursday, October 05, 2006 |
3,000 | |||
| Tuesday, October 10, 2006 |
3,000 | |||
| Friday, October 13, 2006 |
3,000 | |||
| Wednesday, October 18, 2006 |
3,000 | |||
| Monday, October 23, 2006 |
3,000 | |||
| Thursday, October 26, 2006 |
3,000 | |||
| Tuesday, October 31, 2006 |
3,000 | |||
| Friday, November 03, 2006 |
3,000 | |||
| Wednesday, November 08, 2006 |
3,000 | |||
| Monday, November 13, 2006 |
3,000 | |||
| Thursday, November 16, 2006 |
3,000 | |||
| Tuesday, November 21, 2006 |
3,000 | |||
| Wednesday, November 29, 2006 |
3,000 | |||
| Monday, December 04, 2006 |
3,000 | |||
| Thursday, December 07, 2006 |
3,750 | |||
| Tuesday, December 12, 2006 |
3,000 | |||
| Tuesday, January 02, 2007 |
5,000 | |||
| Thursday, January 04, 2007 |
5,000 | |||
| Monday, January 08, 2007 |
5,000 | |||
| Wednesday, January 10, 2007 |
5,000 |
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Schedule A
| 1 | 2 | |||
| Vesting Dates |
New Vesting Schedule for 100,000 Deferred Shares |
New Vesting Schedule for 150,000 Shares | ||
| Friday, January 12, 2007 |
5,000 | |||
| Tuesday, January 16, 2007 |
5,000 | |||
| Thursday, January 18, 2007 |
5,000 | |||
| Monday, January 22, 2007 |
5,000 | |||
| Wednesday, January 24, 2007 |
5,000 | |||
| Friday, January 26, 2007 |
5,000 | |||
| Tuesday, January 30, 2007 |
5,000 | |||
| Thursday, February 01, 2007 |
5,000 | |||
| Monday, February 05, 2007 |
5,000 | |||
| Wednesday, February 07, 2007 |
5,000 | |||
| Friday, February 09, 2007 |
5,000 | |||
| Tuesday, February 13, 2007 |
5,000 | |||
| Thursday, February 15, 2007 |
5,000 | |||
| Tuesday, February 20, 2007 |
5,000 | |||
| Wednesday, February 21, 2007 |
5,000 | |||
| Friday, February 23, 2007 |
5,000 | |||
| Tuesday, February 27, 2007 |
5,000 | |||
| Thursday, March 01, 2007 |
5,000 | |||
| Monday, March 05, 2007 |
5,000 | |||
| Wednesday, March 07, 2007 |
5,000 | |||
| Friday, March 09, 2007 |
5,000 | |||
| Tuesday, March 13, 2007 |
5,000 | |||
| Thursday, March 15, 2007 |
5,000 | |||
| Monday, March 19, 2007 |
5,000 | |||
| Wednesday, March 21, 2007 |
5,000 | |||
| Friday, March 23, 2007 |
5,000 | |||
| 100,000 | 150,000 | |||
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