AFFILIATE RESALE RESTRICTION AGREEMENT
Exhibit
2.14
AFFILIATE
RESALE RESTRICTION AGREEMENT
THIS
AGREEMENT (the “Agreement”), dated as of June 20, 2008 (the “Agreement Date”) is
made by and between Kelyniam Global, Inc. a Nevada corporation (the “Company”),
and Xxxxxx Xxxxxxxxxx, (the “Participant”).
WHEREAS,
the Company hereby acknowledges the need to retain non-employee directors and
affiliate employees by encouraging and enabling the acquisition of a financial
interest in the Company by such directors and employees through the issuance of
restricted shares of Common Stock of the Company; by providing such directors
and employees a stake in the growth and profitability of the Company in order to
enable them to represent the viewpoint of other shareholders of the Company more
effectively; and to reward them for continuing to provide valuable services to
the Company and contributing to the Company’s future success. For the
purposes of this Agreement, a non-employee director is any person who is a
member of the Board of Directors of the Company (the “Board”) and who is not a
full-time employee of the Company; or an Officer and employee of the
Company.
WHEREAS,
the purpose of this Agreement is to place a resale limitation restriction on the
resale of shares of common stock previously issued to the Participant that have
not yet been registered;
WHEREAS,
the Board acting in the absence of a Compensation Committee maintains the 90,000
shares of common stock restricted under Rule 144 previously authorized the
issuance to Participant in the meeting of the Board on June 5, 2008, and are
hereby available for sale pursuant to the terms of this Agreement;
WHEREAS,
this Agreement shall encompass a five year period beginning from the date of
this Agreement;
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1.
Shares. Subject
to the terms and conditions set forth in this Agreement, the Company hereby
acknowledges the 90,000 shares of common stock (the “Restricted Shares”) to the
Participant. The Restricted Shares shall vest and become
non-forfeitable in accordance with Section 2.
2. Vesting.
(a) Subject
to the Participant’s continued service as an Officer and the terms of this
Agreement, all of the Restricted Shares outlined hereunder shall become
unrestricted from rule 144 (herein “vested”) unconditionally on the fifth
(5th)
anniversary of the Agreement Date, divided evenly over 5 years, represented as 5
terms of service as a director, at a rate of 18,000 shares of common stock
vested per term.
(b) As
soon as practicable following the completion of each term and in compliance with
the requirements of Rule 144 as set forth by the Securities and Exchange
Commission, the restriction under rule 144 shall be lifted at the Company’s
Transfer Agent for the amount of common stock vested for each term.
(c) If
the Participant’s service as an Officer is terminated for any reason prior to
the fifth (5th)
anniversary of the Agreement Date, a pro rata portion of the Restricted Shares
shall vest based on the ratio that the number of days the Participant served as
an Officer since the Agreement Date bears to the full 5 years of service, and
the remaining Restricted Shares, to the extent not then vested, shall be
forfeited by the Participant without consideration.
3.
Certificates. The
Restricted Shares have been issued by the Company and registered in the
Participant’s name and shall remain in the physical custody of the Participant
or its designee at all times prior to the vesting of such Restricted Shares
pursuant to Section 2.
4.
Rights as a
Shareholder. The Participant shall be the record owner of the
Restricted Shares until or unless such Shares are forfeited pursuant to Section
2 hereof and as record owner shall be entitled to all rights of a common
shareholder of the Company, including, without limitation, voting rights with
respect to the Restricted Shares and the Participant shall receive, when paid,
any dividends on all of the Restricted Shares outlined herein as to which the
Participant is the record holder on the applicable record date; provided that the
Restricted Shares shall be subject to the limitations on transfer and
encumbrance set forth in Section 5.
5.
Transferability. The
Restricted Shares may not, at any time prior to becoming vested pursuant to
Section 2, be transferred, sold, assigned, pledged, hypothecated or otherwise
disposed of in any manner.
6.
Affiliate
Membership. Nothing contained in this Agreement (i)
obligates the Company to retain the Participant as an Affiliate (or employ the
Participant in any capacity whatsoever), or (ii) prohibits or restricts the
Company from terminating its relationship with the Participant at any time or
for any reason whatsoever, with or without cause, and the Participant hereby
acknowledges and agrees that neither the Company nor any other Person has made
any representations or promises whatsoever to the Participant concerning the
Participant’s continued employment of the Participant by the
Company.
7.
Adjustments. If,
prior to the time the restrictions imposed by Section 2 on the Restricted Shares
outlined herein lapse, there is a change in the outstanding common stock by
reason of a stock split, spin-off, stock combination, reclassification,
recapitalization, liquidation, dissolution, reorganization, merger, change in
control, or other event, the Board may adjust appropriately the number and kind
of shares subject to the Agreement, and make such other revisions to the
Agreement as it deems, in good faith, is equitably required. For the
avoidance of doubt, in its sole discretion, the Board may provide, in the event
of a change in control, or other similar event, that the Restricted Shares
shall, to the extent not then vested or previously forfeited, immediately become
fully vested and non-forfeitable.
8.
Withholding. It
shall be a condition of the Participant upon receipt of Restricted Shares that
the Participant pay and is held liable for any Federal, state or local income or
other taxes required by law to be withheld with respect to such Restricted
Shares, or any applicable taxes from capital gains given to the Participant from
the sale if his vested shares. The Participant is hereby advised to seek his own
tax counsel regarding the taxation of the Restricted Shares previously issued
and outlined herein.
9.
Securities
Laws. The previously issued Restricted Shares hereunder and
un-restriction of the same as described in Section 2, shall be subject to all
applicable laws, rules and regulations and to such approvals of any governmental
agencies as may be required.
10. Notices. Any
notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company, and any notice to be given to the Participant shall be
addressed to him at the address given beneath his signature
hereto. By a notice given pursuant to this Section 10, either party
may hereafter designate a different address for notices to be
given. Any notice which is required to be given to the Participant
shall, if the Participant is then deceased, be given to the Participant’s
personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section
10. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.
11. Governing
Law. The laws of the State of Nevada shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
12. Signature in
Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.
Date:
June 30, 2008
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By:
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/s/
Xxxxx Xxxxxx
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Xxxxx
Xxxxxx
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President/CEO/Chairman
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PARTICIPANT
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Date:
June 30, 2008
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By:
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/s/
Xxxxxx Xxxxxxxxxx
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Xxxxxx
Xxxxxxxxxx
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Address:
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0000
Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000
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Xxxxxx
Xxxx, Xxxxxxxx 00000
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