General Grant. Executive (or an entity controlled by Executive) shall be granted 20,000,000 shares of common stock in the Company (the “Stock Grant”), valued at the trading price as of the Effective Date, as consideration for entering into this Agreement and remaining an executive for the entire Term. Such stock shall vest and be delivered to Executive on the following schedule, at his direction, but no earlier than the initial one-third (1/3) vesting and deliverable within thirty (30) days following the Effective Date; the second one-third (1/3) vesting and deliverable within thirty (30) days following the one-year anniversary of the Effective Date, and the final one-third (1/3) vesting and deliverable within thirty (30) days following the two-year anniversary of the Effective Date. The Company grants Executive cost free piggyback registration rights for the shares and will use its best efforts to register the underlying shares in a Form S-8 Registration statement, or thereafter in the next registration statement filed by the Company. As of the date of this Amended Agreement, the Company intends to raise money pursuant to a registered offering registered with the United States Securities and Commission (the “SEC”) on Form S-1 (the “Registered Offering”). The Registered Offering shall be the offering sold pursuant to the first Form S-1 that is filed and becomes effective with the SEC following the date of this Amended Agreement. In addition to all other compensation to the Executive set forth in this Amended Agreement, on the date of the termination of the Registered Offering (the “Grant Date”), the Executive shall be issued common shares of the Company so that following the issuance of such shares, the Executive shall own 1% of the fully diluted common shares of the Company. To avoid confusion, the calculation of the fully diluted common shares of the Company on the Grant Date shall include without limitation, all shares sold in the Registered Offering including those that may not have been issued as of the Grant Date, all shares required to be issued to other officers of the Company on the Grant Date, all common shares which holders of preferred shares of the Company could legally convert their preferred shares into on the Grant Date, all shares into which outstanding options and warrants of the Company can be converted, and all shares into which outstanding debentures issued by the Company can be converted as of the Grant Date, including without limitation debentures sold by the Company during the 12 months prior to the date of this Amended Agreement. The shares to be issued pursuant to this paragraph shall have the same vesting periods as the Stock Grant in the first paragraph in this Section 3(d).
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General Grant. Executive (or an entity controlled by Executive) shall be granted 20,000,000 shares of common stock in the Company (the “Stock Grant”), valued at the trading price as of the Effective Date, as consideration for entering into this Agreement and remaining an executive for the entire Term. Such stock shall vest and be delivered to Executive on the following schedule, at his direction, but no earlier than the initial one-third (1/3) vesting and deliverable within thirty (30) days following the Effective Date; the second one-third (1/3) vesting and deliverable within thirty (30) days following the one-year anniversary of the Effective Date, and the final one-third (1/3) vesting and deliverable within thirty (30) days following the two-year anniversary of the Effective Date. The Company grants Executive cost free piggyback registration rights for the shares and will use its best efforts to register the underlying shares in a Form S-8 Registration statement, or thereafter in the next registration statement filed by the Company. As of the date of this Amended Agreement, the Company intends to raise money pursuant to a registered offering registered with the United States Securities and Commission (the “SEC”) on Form S-1 (the “Registered Offering”) and to restructure the Company’s debt by entering into warrant and note conversion agreements with all major note holders (the “Debt Restructuring”). The Registered Offering shall be the offering sold pursuant to the first Form S-1 that is filed and becomes effective with the SEC following the date of this Amended Agreement. In addition to all other compensation to the Executive set forth in this Amended Agreement, on the date of the termination of the Registered Offering or upon the culmination of the Debt Restructuring (the “Grant Date”), the Executive shall be issued common shares of the Company so that following the issuance of such shares, the Executive shall own 11.5% of the fully diluted common shares of the Company. To avoid confusion, the calculation of the fully diluted common shares of the Company on the Grant Date shall include without limitation, all shares sold in the Registered Offering including those that may not have been issued as of the Grant Date, all shares required to be issued to other officers of the Company on the Grant Date, all common shares which holders of preferred shares of the Company could legally convert their preferred shares into on the Grant Date, all shares into which outstanding options and warrants of the Company can be converted, and all shares into which outstanding debentures issued by the Company can be converted as of the Grant Date, including without limitation debentures sold by the Company during the 12 months prior to the date of this Amended Agreement. The shares to be issued pursuant to this paragraph shall have the same vesting periods as the Stock Grant in the first paragraph in this Section 3(d).
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