Common use of Commitment Payments Clause in Contracts

Commitment Payments. As further consideration for the commitment and obligations of Employee hereunder, Employer shall issue to Employee, One Hundred Thousand (100,000) shares of Employer's stock at the end of every six (6) month period of employment, with the first issuance of shares made on or before December 15, 1999 and every six (6) months thereafter during the term of this Agreement. In addition, Employee will receive a stock option for the purchase of Two Hundred Fifty Thousand (250,000) shares of Employers stock at the option price of $.75 per share, exercisable on the anniversary date of each year of employment, commencing the first year of employment and ending upon termination of this Agreement or July 31, 2000 whichever sooner occurs. Notice of the exercise of any option rights hereunder must be given no earlier than thirty (30) days prior to the anniversary date and no later than seven (7) days after such anniversary date. It is understood, however, that all said shares are to be deemed "restricted shares" and are received for Employee's own account and not with a view to or for sale in connection with any distribution of said shares. All such rights under this Agreement shall be deemed personal and not subject to transfer or assignment by Employee. To the extent that any such rights become the subject of a stock option plan of the Employer, Employee shall be subject to all terms and conditions thereof. Notwithstanding the foregoing, to the extent not previously exercisable, the stock option shall become exercisable in its entirety in the event that (i) there occurs a Change in Control of Employer (as defined herein), (ii) Employer concludes the sale of substantially all of its assets other than in a transaction which is intended primarily to effect a corporate reorganization without material change in beneficial ownership of the material business of Employer, or (iii) Employee is terminated by Employer other than for Cause (as hereinafter defined). Employee understands that the shares of common stock acquired hereunder will not be registered under federal and state securities laws and may not be transferred without registration thereunder or pursuant to an exemption therefrom and will bear or legend to that effect.

Commitment Payments. As further consideration for the commitment and obligations of Employee hereunder, Employer shall issue to Employee, One Hundred Thousand (100,000) shares of Employer's stock at the end of every six (6) month period of employment, with the first issuance of shares made on or before December 15August 31, 1999 2000 and every six (6) months thereafter during the term of this Agreement. In addition, Employee will receive a stock option for the purchase of Two Hundred Fifty Thousand (250,000) shares of Employers Employer's stock at the option price of $.75 per share, exercisable on the anniversary date of each year of employment, commencing the first year of employment and ending upon termination of this Agreement or July August 31, 2000 whichever sooner occurs. Notice of the exercise of any option rights hereunder must be given no earlier than thirty (30) days prior to the anniversary date and no later than seven (7) days after such anniversary date. It is understood, however, that all said shares are to be deemed "restricted shares" and are received for Employee's own account and not with a view to or for sale in connection with any distribution of said shares. All such rights under this Agreement shall be deemed personal and not subject to transfer or assignment by Employee. To the extent that any such rights become the subject of a stock option plan of the Employer, Employee shall be subject to all terms and conditions thereof. Notwithstanding the foregoing, to the extent not previously exercisable, the stock option shall become exercisable in its entirety in the event that (i) there occurs a Change in Control of Employer (as defined herein), (ii) Employer concludes the sale of substantially all of its assets other than in a transaction which is intended primarily to effect a corporate reorganization without material change in beneficial ownership of the material business of Employer, or (iii) Employee is terminated by Employer other than for Cause (as hereinafter defined). Employee understands that the shares of common stock acquired hereunder will not be registered under federal and state securities laws and may not be transferred without registration thereunder or pursuant to an exemption therefrom and will bear or legend to that effect.