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GRG, INC.
Performance Stock Agreement
This Performance Stock Agreement (the "Agreement"), effective as of
November 2, 1999 is made by and between Global Resources Group, Inc., a Nevada
corporation (the "Company"), and Xxxxxxx X. Good hereinafter referred to as the
"Grantee" and supercedes exhibit "C" of that certain Employment Agreement dated
November 2, 1998 between the Company and Xxxxxxx Xxxxxxx Xxxx.
WHEREAS, THE Company wishes to grant shares of the Company's common
stock to the Grantee pursuant to the terms of the Company's Stock Performance
Plan (the "Plan") and subject to certain conditions established by the Company's
Board of Directors;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
ARTICLE I
GRANT OF STOCK
Section 1.1 - Grant of Stock
In consideration of service to the Company and for other good
and valuable consideration, the Company grants to the Grantee 1,560,000 shares
of the Company's common stock which equates to an initial value of $1,560 based
upon a $0.001 par value (the "Performance Shares") in accordance with, and
subject to, the terms and conditions of the Plan, and subject to the conditions
described below. The Grantee's rights with respect to the Performance Shares
shall be governed by the terms herein.
Section 1.2 - Adjustments in Number of Shares
In the event that the shares of the Company's common stock are changed
into or exchanged for a different number or kind of shares of the Company or
other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split, stock dividend or combination
of shares, the number and kind of Performance Shares will be equitably adjusted
to retain the same percentage of ownership.
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ARTICLE II
Section 2.1 - Resale to Company
The Grantee has the right to apply future Gross Profits from contracts
signed, negotiated or pending acceptance at the time of termination to the
removal of Performance Condition Legends for a period of twelve months. Further,
at the end of that period Grantee has the right for a period of ninety (90) days
to have the Performance Condition Legend, from all shares held subject to same,
removed at a cost to the Grantee not to exceed fifty percent (50%) of market
value on a per share basis. Should Grantee not exercise the right, Company will
buy back shares at par value.
Section 2.2 - Performance Condition
It shall be a condition to removal of the Performance Condition Legend
from the Performance Shares that one share shall have said legend removed for
each two dollars of gross profit produced by the Company between this date and
November 1, 2001. Gross profit is defined as defined by G.A.A.P.
Section 2.3 - Issuance of Stock Certificates
A certificate representing the Granted Shares shall be issued
immediately. Said common stock shall have legends indicating the restrictive
nature of Rule 144 and the Performance Condition of the Plan.
Section 2.4 - Dividend Rights
If a cash dividend is declared on shares of the Company's common stock,
the Company will pay the dividend to the Grantee as the holder of the stock.
Section 2.5 - Voting Rights
The Grantee will be allowed to exercise voting rights with respect to
those Performance Shares.
Section 2.6 - Change of Control
If the Company agrees to sell all or substantially all of its assets or
agrees to any merger, reorganization, or other corporate transaction in which
its common stock is converted into another security or into the right to receive
securities or property, and such agreement does not provide for the assumption
or substitution of the Performance Shares, all such Performance Shares shall
have the Performance Condition Legend removed. In the event of a Change in
Control, this Agreement shall remain in full force and effect with respect to
the Performance Shares under the Plan. Furthermore, the Board of Directors has
the right to take different actions with respect to different Grantees or
different groups of Grantees as the Board deems appropriate under the
circumstances.
ARTICLE III
MISCELLANEOUS
Section 3.1 - Notices
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary and any notice to be
given to the Grantee shall be addressed to the address given beneath the
Grantee's signature below. By a notice given pursuant to this Section 3.4,
either party may hereafter designate a different address for notices to be given
to such party. Any notice required to be given to the Grantee shall, if the
Grantee is then deceased, be given to the Grantee's personal representative if
such representative has previously informed the Company of his/her status and
address by written notice under this Section. Any notice shall have been deemed
duly given when enclosed in a properly sealed envelope addressed as aforesaid,
deposited (with postage prepaid) in a United States postal receptacle.
Section 3.2 - Titles
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
Section 3.3 - Disposition
At the request of Grantee and upon receipt of any of the Performance
Shares after satisfaction of all conditions to the Grant, the Company shall
remove the Performance Condition Legend and reissue the stock free of said
legend.
Section 3.4 - Counterparts
This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
(1) agreement.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties as of the date first written above.
GRG, INC.
By: O. Xxxxxx Xxxxxxxxxxx, Xx.
O. Xxxxxx Xxxxxxxxxxx, Xx.
Chairman of the Board
GRANTEE
Xxxxxxx X. Good
Xxxxxxx X. Good
Chief Operating Officer
0000 00xx Xxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
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