FIRST MODIFICATION AGREEMENT OF STOCK OPTION AGREEMENT RELATING TO CHARITABLE PLEDGE BY EXECUTIVE
Exhibit
10.5
FIRST
MODIFICATION AGREEMENT OF STOCK
OPTION AGREEMENT
RELATING TO CHARITABLE PLEDGE
BY EXECUTIVE
THIS
FIRST MODIFICATION AGREEMENT, dated
as of June 29, 2006, by and between SUN ENERGY SOLAR, INC., a Delaware
corporation formerly known as Sologic , Inc. (the "Company"), and Xxxx X. XXXXX,
III ("Executive”) .
Recitals
A.
The Company and Executive are parties
to that certain Stock Option Agreement, dated as of December 21, 2005 (the
Stock
Option Agreement") .
B.
The Company and Executive desire to
modify certain provisions of the Stock Option Agreement relating to the
assignment provision to Executive, subject to and in accordance with the terms
set forth in this first Modification Agreement.
Agreement
NOW,
THEREFORE, in consideration of
these premises, the mutual covenants and agreement of the parties hereunder,
and
for other good and valuable consideration the sufficiency and receipt of which
are hereby acknowledged, the parties hereby agree as follows:
1.
Pledge by Executive. Executive has
agreed to pledge 25% of all his rights under the Stock Option agreement
to appropriate charitable
foundation of his own choosing.
2.
Modification of Provision 5 of Stock.
Option Agreement titled No Assignment. It has been deemed that such a
provision may
affect Executive's ability to
implement. Such a pledge, therefore, the aspects limiting the assignability
of
this provision are now and forever removed from the agreement.
3.
Stock Option Agreement Remains in
Effect. Except as expressly modified by this Agreement, the Stock Option
Agreement remains in full force and effect.
4.
Governing Law. This Agreement shall
in all respects be construed according to the laws of the State of Florida,
including its conflict of laws principle.
5,
Counterparts. This Agreement may be
executed in any number of counterparts, each of which may be executed by less
than all of the parties to this Agreement, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one instrument.
IN
WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
Company:
____________________
Xxxxxxx
X. Xxxx, President
Executive:
____________________
Xxxx
X. Xxxxx
