EXHIBIT 10.53
FORM OF AMENDMENT TO RESTRICTED STOCK VESTING SCHEDULE
[ZEFER Corp. Letterhead]
March __, 2000
[Name of Party]
[Address of Party]
Re: Amendment to Senior Management Agreement
Dear [Name of Party]:
This letter agreement amends that certain [insert the type of agreement to
be amended] (the "Agreement") dated as of [date of the relevant agreement with
the Party] between you, ZEFER Corp. (the "Company"), GTCR Fund VI, L.P., GTCR
Executive Fund VI, L.P., and GTCR Associates Fund VI, L.P. (collectively, the
"GTCR Affiliates").
Section 2 of the Agreement is hereby amended as follows:
1. Amendment to Section 2(a). Section 2(a) of the agreement is hereby amended
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and modified by replacing the second sentence thereof with the following"
"Except as otherwise provided in Sections 2(b), 2(c) and 2(d) below, the
Executive Stock will become vested in accordance with the following
schedule (the "Vesting Schedule"), if as of each such date Executive is
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still employed by the Company or any of its Subsidiaries.
2. Amendment to Section 2(d). Section of the Agreement is hereby amended and
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modified by adding the following subsection:
"(d) In the event that Xxxxxxx X. Xxxxxx is no longer serving as the
President or Chief Executive Officer of the Company, and (i) the Company
terminates the Executive's employment without Cause or (ii) the Executive
resigns from his/her position with the Company for Good Reason, then all
shares of Executive Stock which have not yet vested shall automatically
vest one business day prior to the time of such event and such shares shall
not be subject to the provisions of Section 3 hereof.
3. General. Except as specifically modified and amended hereby, the Agreement
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remains in full force and effect and is hereby ratified, confirmed and
approved in all respects. This Letter Agreement reflects the complete
agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way. This Letter Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken together
constitute one and the same agreement. The laws of Delaware shall govern
all issues concerning the relative rights of the Company and its
stockholders and all other questions concerning the construction, validity
and interpretation of this Letter Agreement, without giving effect to any
choice of law or other conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Senior Management
Agreement on the date first written above.
ZEFER CORP.
By:________________________________
Its:
___________________________________
Executive
Agreed and Accepted:
GTCR FUND VI, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: _________________________________
Name: _________________________________
Its: Principal
GTCR VI EXECUTIVE FUND, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: __________________________________
Name: __________________________________
Its: Principal
GTCR ASSOCIATES VI
By: GTCR Partners VI, L.P.
Its: Managing General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: ____________________________
Name: ____________________________
Its: Principal
The foregoing Letter Agreement was entered into between ZEFER Corp. and
the following stockholders of ZEFER Corp. to modify the type of agreement, and
on a certain date set forth opposite such stockholders' name:
Amendments to Senior Management Agreements
Xxxxxx Xxxxxxxx, 3/13/2000
Xxxxx Xxxxx, 3/13/2000
Xxxxxx X. Xxxx, 3/13/2000
Xxxx Xxxxx, 3/13/2000
Xxxx X. Xxxxxxxx, 3/13/2000
Xxxxxxx Xxxxxx, 3/13/2000
Xxxxx X. Xxxxx, 3/13/2000
Xxxxxx Xxxxxxxx, 3/13/2000
Xxxxx Xxxxxx, 3/13/2000
Xxxxxx Xxxxx, 3/13/2000
Amendments to Employment Agreements
Xxxxxxx Xxxx, 3/13/2000
