RECIPIENT: Cornerstone Alliance, LLC
GRANT DATE: February 3, 2003
EXHIBIT 10.1.1
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NUMBER OF SHARES: 200,000
BSP ONELINK, INC.
RESTRICTED STOCK AGREEMENT
AND
CONSULTING SERVICES AGREEMENT MODIFICATION
This RESTRICTED STOCK AGREEMENT AND CONSULTING SERVICES AGREEMENT MODIFICATION
(the "Agreement") is entered into as of February 3, 2003 (hereinafter referred
to as the "Grant Date") between BSP ONELINK, INC., a Delaware corporation
(hereinafter called the "Company") and Cornerstone Alliance, LLC, (hereinafter
called "Recipient").
RECITALS
A. Since September 12, 2002, Company has been engaged in substantial
management, financial, legal and administrative activities relating to the
development of the Company's core business and the business of Company's wholly
owned subsidiary, FS2 Limited, transitioning to a fully reporting company with
the Securities and Exchange Commission, qualifying shares of the Company's stock
for trading under NASD rules, organizing the Company's management structures and
administrative systems, and increasing contacts with the financial community and
gaining credibility with potential sources for future investment in Company.
B. Since September 12, 2002, Recipient and Company have been subject to a
Consulting Services Agreement (which agreement superceded an earlier services
agreement between Recipient and Company's subsidiary, FS2 Limited) (the
"Services Agreement). Recipient has assisted the Company and provided services
to the Company during this period under the Services Agreement, contributing
materially to the Company's success, deferring the bulk of remuneration due
under the Services Agreement at personal financial risk.
C. Under the Services Agreement, Recipient was eligible to receive, in
cash, an Annual Incentive Bonus for 2002 (as provided and defined in Section 2
of the Services Agreement and in Exhibit B to the Services Agreement) measured
by amounts of capital invested in Company during 2002. The formulation of
Recipient's 2002 Annual Incentive Bonus was based upon assumptions regarding
public trading of Company's common stock which were not realized during 2002.
Recipient has not received any portion of the 2002 Annual Incentive Bonus.
Similarly, under the Services Agreement Recipient is to be eligible to receive
an Annual Incentive Bonus for 2003, the terms of which have not been determined.
The Company desires to reward Recipient for services delivered to the Company
during 2002 and during 2003 in the form of the Stock Grant provided in this
Agreement in lieu of any 2002 Annual Incentive Bonus and 2003 Annual Incentive
Bonus as set forth in, or pursuant to, the Services Agreement, and Recipient is
willing to accept the Stock Grant upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
covenants set forth in this Agreement, Company and Recipient agree with each
other as follows:
1. Stock Grant.
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Upon Recipient's execution of this Agreement, the Company's transfer agent
will issue to Recipient Two Hundred Thousand (200,000) shares of Stock (the
"Recipient Stock "). For purposes of this Agreement, and for reporting to taxing
authorities, the Company has determined that the value of each share of
Recipient Stock included in this Stock Grant is One Dollar ($1.00). All
Recipient Stock issued hereunder shall be deemed issued to Recipient as fully
paid and non-assessable shares, and Recipient shall have all rights of a
shareholder with respect thereto, including the right to vote, to receive
dividends (including stock dividends), to participate in stock splits or other
recapitalizations, and to exchange such shares in a merger, consolidation, or
other reorganization or exchange of Stock. The Recipient Stock shall be fully
vested in Recipient and shall not be subject to forfeiture restrictions or to
any restrictions other than those restrictions imposed under this Agreement or
under applicable securities laws of the United States or any state or foreign
jurisdiction. Recipient hereby acknowledges that the Recipient Stock issued
hereunder is acquired for investment and not with a view to the distribution
thereof, and that Recipient does not intend to subdivide an interest in the
Recipient Stock with any other person.
2. Release of Rights to 2002 and 2003 Annual Incentive Bonus.
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Recipient hereby agrees and acknowledges that Recipient shall not be
entitled to claim or receive any portion of a 2002 Annual Incentive Bonus as
provided in Exhibit B to the Services Agreement or any 2003 Annual Incentive
Bonus required to be provided under the Services Agreement, and, upon issuance
of the Stock Grant under this Agreement, irrevocably releases Company from any
obligation to pay: (i) further compensation or benefits to Recipient, whether in
cash, Stock or other form, measured by amounts invested in the Company during
the 2002 calendar year and which are the subject of the 2002 portion of Exhibit
B of the Services Agreement, and (ii) any amount, whether in cash, Stock or
other form, with respect to the 2003 Annual Incentive Bonus under the Services
Agreement. The foregoing sentence is not intended to affect the Annual Incentive
Bonus that may be determined for any year other than 2002 or 2003 or the amount
of any other compensation or benefit provided in the Services Agreement.
3. Stock Certificate Restrictive Legends.
-----------------------------------------
Stock certificates evidencing the Recipient Stock shall bear the following
restrictive legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN
ABSENCE OF (I) A N EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITY
UNDER SAID ACT OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
4. Representations, Warranties, Covenants, and Acknowledgments of
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Recipient.
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Recipient hereby represents, warrants, covenants, acknowledges and agrees
that:
4.1 No Registration.
--------------------
Recipient must bear the economic risk of investment for an indefinite
period of time, because the sale to Recipient of the Recipient Stock has
not been registered under the Securities Act of 1933 (the "Act"), and the
Recipient Stock cannot be transferred by Recipient unless such transfer is
registered under the Act or an exemption from such registration is
available. The Company has made no binding agreements, covenants or
undertakings whatsoever to register the transfer of any of the Recipient
Stock under the Act. The Company has made no representations, warranties,
or covenants whatsoever as to whether any exemption from the Act, including
without limitation any exemption under Rule 701 or for limited sales in
routine brokers' transactions pursuant to Rule 144, will be available; if
the exemption under Rule 144 is available at all, it will not be available
until at least one year after receipt by Recipient of the Recipient Stock
and not then unless: (i) a public trading market then exists in the Stock;
(ii) adequate information as to the Company's financial and other affairs
and operations is then available to the public; and (iii) all other terms
and conditions of Rule 144 have been satisfied.
4.2 Public Trading.
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The Company's securities are currently publicly traded in limited
numbers only, and the Company has made no representation, covenant or
agreement to or with Recipient as to there will continue to be a public
market for any of its securities.
4.3 Tax Advice.
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The Company has made no warranties or representations to Recipient
with respect to the income tax consequences of the transactions
contemplated by this Agreement, and Recipient is in no manner relying on
the Company or its representatives for an assessment of such tax
consequences.
4.4 Purchase For Recipient's Own Account.
-----------------------------------------
Recipient represents that Recipient is accepting the Recipient Stock
for his or her own account and not for sale or with a view to sale or
distribution of the Recipient Stock.
4.5 Business Experience. Recipient is capable of evaluating the merits
and risks of Recipient's investment in the Company evidenced by the
Recipient Stock.
4.6 Relation of Company.
------------------------
Recipient is presently a service provider of the Company and in such
capacity has become personally familiar with the business, affairs,
financial conditions, and results of operations of the Company. There have
been no representations or warranties by the Company or any other person or
entity, upon which Recipient is relying in connection with the transactions
contemplated by this Agreement, which are not fully set forth in this
Agreement.
4.7 Access to Information.
--------------------------
Recipient has had the opportunity to ask questions of, and to receive
answers from, the Chief Executive Officer of the Company with respect to
the terms and conditions of the transactions contemplated hereby and with
respect to the business, affairs, financial conditions, and results of
operations of the Company, and has had the opportunity to obtain any
additional information necessary to verify any of such information to which
Recipient has had access.
4.8 Speculative Investment.
---------------------------
Recipient's investment in the Company represented by the Recipient
Stock is highly speculative in nature and is subject to a high degree of
risk of loss in whole or in part. The amount of such investment is within
Recipient's risk capital means and is not so great in relation to
Recipient's total financial resources as would jeopardize the personal
financial needs of Recipient or Recipient's family in the event such
investment were lost in whole or in part.
5. Withholding.
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Recipient shall make satisfactory arrangement with Company to provide for
payment, by Recipient, of all applicable federal, state, and local income tax
withholding requirements and social security tax withholding requirements with
respect to the issuance of the Recipient Stock. Unless otherwise specifically
agreed in writing by Recipient and Company, Company may utilize and apply salary
or other compensation otherwise payable to Recipient to satisfy Recipient's
obligation under this Paragraph 4.
6. Binding Effect.
------------------
Subject to the limitations set forth in this Agreement, this Agreement
shall be binding upon, and inure to the benefit of, the executors,
administrators, heirs, legal representatives, successor and assigns of the
parties hereto.
7. Damages.
-----------
Recipient shall be liable to the Company for all costs and damages,
including incidental and consequential damages, resulting from a disposition of
shares of Recipient Stock which is not in conformity with the provisions of this
Agreement.
8. Continuation of Service.
---------------------------
Nothing in this Agreement shall confer upon Recipient any right to continue
in the service of the Company, or interfere in any way with the right of the
Company to terminate such relationship at any time, with or without cause, but
nothing contained herein shall affect any other contractual rights of Recipient
under a contract or other arrangement between Recipient and Company or between
Recipient and FS2 Limited.
9. Governing Law.
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This agreement shall be governed by and construed in accordance with the
laws of the State of California applicable to contracts entered into and wholly
to be performed within the State of California by California residents.
10. Notices.
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Any notice or other paper required to be given or sent pursuant to the
terms of this Agreement shall be sufficiently given or served hereunder to any
party when transmitted by registered or certified mail, postage prepaid,
addressed to the party to be served as follows:
Company: BSP Onelink, Inc.
One Market Plaza
Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: F. Xxxxxxx Xxxxxx, CEO
Recipient: At Recipient's address as it appears under Recipient's
signature to this Agreement, or to such other address as
Recipient may specify in writing to Escrow Holder
Any party, by written notice, may designate another address for notices to be
sent to it or him from time to time.
11. Attorneys' Fees.
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If any legal action or proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the successful or
prevailing party or parties shall be entitled to recover, in addition to all
other recovery or relief to which such party or parties may be entitled,
reasonable attorneys' fees and costs connected with such action or proceeding,
including (but not limited to) such fees and costs incurred in enforcement and
appeal of any judgement rendered.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
BSP Onelink, Inc., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, CFO
Cornerstone Alliance, LLC, a California limited
liability company
F. Xxxxxxx Xxxxxx, Manager
Recipient Address:
00 Xxxxxx Xxxxxx #000
Xxxx Xxxxxx, XX
00000
