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EXHIBIT 10.26
AMENDMENT TO CONSULTING AGREEMENT
▇▇▇▇ ▇▇▇▇▇▇▇▇ & OAKHURST COMPANY, INC.
THIS AMENDMENT AGREEMENT (this "Agreement") is made effective as of the 1st day
of October 1996 by and between OAKHURST COMPANY, INC. (the "Company") and ▇▇▇▇
▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇") upon the following terms and conditions:
1. BACKGROUND. Effective December 19, 1995 the parties entered into a
consulting agreement (the "Consulting Agreement"). The parties now wish
to amend the consulting Agreement in the following respects:
(a) Section 1. "Term" shall be amended in its entirety to read as
follows:
"1. TERM:
(a) The term of this Agreement shall commence on December 19,
1995 and shall continue through June 30, 1997 (the
"Term").
(c) During the last six calendar months of the Term, upon the
request of the Company, ▇▇. ▇▇▇▇▇▇▇▇ shall resign his
Chairmanship of the Board of Directors and any or all of
the officer positions with the Company and its
subsidiaries. Any such resignations, however, shall not
relieve the Company of its obligation to continue to pay
▇▇. ▇▇▇▇▇▇▇▇ the consulting fee provided for herein
through end of the Term."
(b) Subsection (a) of Section 2. "Services" shall be amended to read as
follows:
"2. SERVICES:
(a) ▇▇. ▇▇▇▇▇▇▇▇ shall provide to the Company such of the
services of a Chairman of the Board of Directors, a Chief
Executive Officer, a Chief Financial Officer and/or a
financial consultant as the Board of Directors of the
Company shall request. ▇▇. ▇▇▇▇▇▇▇▇ shall devote such
time to the rendering of such services as is appropriate
and commensurate with the responsibilities of those
positions and he shall perform such services at such
times and at such places as he shall deem necessary and
appropriate."
(c) Section 3. "Consulting Fee" shall be amended in its entirety to read
as follows:
"3. CONSULTING FEE: The Company shall pay ▇▇. ▇▇▇▇▇▇▇▇ a
consulting fee of ten thousand dollars ($10,000) per month
through December 31, 1996 and thereafter until the expiration
of the Term, shall pay him a consulting fee of twenty-five
hundred dollars ($2,500) per month. Consulting fees shall be
paid in twice-monthly installments by Company check."
(d) Section 5. "Business Expenses" shall be amended in its entirety to
read as follows:
"5. BUSINESS EXPENSES: ▇▇. ▇▇▇▇▇▇▇▇ shall be entitled to be
reimbursed or to use a Company credit card for reasonable
business expenses incurred in the performance of his
consulting services hereunder, including, but without
limitation thereto, travel from his office and/or residence to
the Company's facilities, all in accordance with policies
established for the Company by the Board of Directors from
time to time. ▇▇. ▇▇▇▇▇▇▇▇'▇ Company credit card charges and
expense reports will be subject to review by a member of the
Audit Committee of the Board of Directors."
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2. OPTION AGREEMENT. The parties shall execute the "Amended
Non-Qualified Stock Option Agreement" attached hereto as Annex A in
order to amend in its entirety the option agreement executed by the
parties prior hereto in the form of Exhibit A to the Consulting
Agreement.
3. BOARD REQUEST. In accordance with Section 2 of the Consulting
Agreement, as amended hereby, it is the request of the Board of
Directors that for the period from the date hereof through ▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ performs the services generally associated
with the title of Chairman of a Board and thereafter shall perform
such services described in such Section 2 as are requested by the
Board of Directors.
4. NO OTHER CHANGES. Except as amended hereby, the Consulting
Agreement shall remain in full force and effect as originally
written.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first set forth above.
OAKHURST COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman, Compensation Committee
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ANNEX A
OAKHURST COMPANY, INC.
AMENDED NON-QUALIFIED STOCK OPTION AGREEMENT
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Grantee: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Date: DECEMBER 19, 1995
Option Shares: 100,000
Date All Shares are Exercisable: DECEMBER 19, 1996
Last Day to Exercise Option: DECEMBER 19, 2005
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This Amended Non-Qualified Stock Option Agreement (the "Amended Option
Agreement") dated as of the Grant Date set forth above is made between Oakhurst
Company, Inc. and you, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and evidences the amendment in its
entirety of the original option agreement covering the non-qualified stock
option to purchase the number of Option Shares of the Company's Common Stock,
$0.01 par value, per share, set forth above at the per-share option prices set
forth below.
This Option, as amended, has been granted pursuant to a Consulting Agreement
dated December 19, 1995, as amended as of October 1, 1996, between you and the
Company (the "Amended Consulting Agreement") and shall be governed by the terms
of the 1994 Omnibus Stock Plan of the Company (the "Plan").
5. Exercisability and Option Exercise Price.
(a) The Option Shares shall become exercisable in two (2) equal
installments, as follows:
(i) 50,000 shares from and after the Grant Date at a
per-share option exercise price of one dollar and
twenty-five cents ($1.25); and
(ii) 50,000 shares from and after December 19, 1996 at a
per-share option exercise price of two dollars
($2.00).
(b) You may purchase any one or more of the Option Shares that
become exercisable at a given date from that date through and
including the Last Day to Exercise Option, set forth above.
6. Exercises. For an exercise to be effective, the Company must receive
from you:
(a) A written notice directed to the Secretary of the Company,
signed by you stating the Option Grant Date and the number of
whole Option Shares you wish to purchase; and
(b) Payment for the Option Shares either (a) by cashier's or
certified check; or (b) with the consent of the Stock Plans
Committee of the Board of Directors, by the transfer to the
Company of Company common stock having a fair market value
equal to the purchase price of the Option Shares being
purchased, all according to the rules and regulations of such
Committee.
7. Issuance of Option Shares.
(a) You will have no rights as a shareholder of the Company with
respect to any Option Shares purchased under this Option
until a certificate representing such shares has been issued
and delivered to you.
(b) The Company will not be obligated to deliver a certificate
for any Option Shares to you unless --
(i) Provision acceptable to the Company has been made for
the payment of any federal, state and local taxes
that are due or that are required to be withheld by
the Company because of the
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purchase of the Option Shares; and
(ii) There has been compliance with all federal and state
laws and regulations that the Company deems
applicable, and all other legal matters in connection
with the issuance and delivery of the Option Shares
have been approved by the Company's counsel.
8. Non-Transferability. Except as expressly otherwise provided in the
Plan, this Option is exercisable only by you during your lifetime. In
addition, this Option may not be assigned or transferred except by
will or according to the laws of descent and distribution in the
absence of a will.
9. Ambiguities. In the case of any ambiguity creating a conflict between
the terms of this Amended Option Agreement and the Plan, the
provisions of this Amended Option Agreement shall take precedence.
10. Adjustments. As provided in the Plan, the number and kind of shares
issuable under this Amended Option Agreement and the per-share option
prices will be adjusted to account for reorganizations, mergers,
recapitalization, or the like.
In Witness Whereof, the parties have executed this Amended Option Agreement as
of the Grant Date.
OAKHURST COMPANY, INC. GRANTEE
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Stock Plans Committee
