EMPLOYMENT AGREEMENT
--------------------
I, M. XXXXX XXXXXXX, residing at , Atlanta, GA
------------------------ ----
agree to the terms and conditions of employment with CHARYS HOLDING COMPANY
INC., a Delaware corporation located at 0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X 000,
Xxxxxxx, Xxxxxxx 00000 ("Company"), set forth in this Employment Agreement
("Agreement") which includes the following Schedules: Schedule 1: Description of
Duties; Schedule 2: Salary Adjustment Feature; Schedule 3: Assignment of
Inventions and Schedule 4: Stock Options and Schedule 5 Arbitration of Disputes.
1. TERM OF EMPLOYMENT. My employment under this Agreement shall
commence on the 1st day of August, 2005 [the "Effective Date"] and shall end on
the thgird anniversary of that date (Expiration Date), or such earlier date on
which my employment is terminated under Section 5 of this Agreement. On each
anniversary of my commencement of employment under this Agreement, the
Expiration Date shall be extended for one year unless the Company notified me at
least forty five (45) days before that anniversary that it was not extending
this Agreement. If the Company continues to employ me beyond the Expiration
Date without entering into a written agreement extending the term of this
Agreement, except as provided in a new written employment agreement between the
Company and me, all obligations and rights under this Agreement shall
prospectively lapse as of the Expiration Date, except the Company's ongoing
indemnification obligation under Section 4, my confidentiality, etc. obligations
under Section 6, and our mutual arbitration obligations under Section 8, and I
thereafter shall be an at-will employee of the Company.
2. NATURE OF DUTIES. I shall be the Company's Vice President
Investor Relations. As such, I shall work exclusively for the Company and shall
have all of the customary powers and duties associated with that position
including but not limited to those set forth on SCHEDULE 1. I agree that the
Company may alter my duties from time to time. I shall devote my full business
time and effort to the performance of my duties for the Company, which I shall
perform faithfully and to the best of my ability. I shall be subject to the
Company's policies, procedures and approval practices, as generally in effect
from time to time. Notwithstanding the foregoing or any other provision of this
Agreement, it shall not be a breach or violation of this Agreement for me to (i)
serve on corporate (subject to approval of the Board), civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions, or (iii) manage personal investments, so long
as such activities do not significantly interfere with or significantly detract
from the performance of my responsibilities to the Company in accordance with
this agreement.
3. PLACE OF PERFORMANCE. I shall be based at Atlanta, Georgia,
except for required travel on the Company's business.
1
4. COMPENSATION AND RELATED MATTERS.
(a) BASE SALARY. The Company shall pay me base salary at an
annual rate of $60,000 adjusted as determined in SCHEDULE 2 attached hereto,
with such base salary payable in installments consistent with the Company's
normal payroll schedule, subject to applicable withholding and other taxes.
(b) BONUSES. I shall be eligible for bonuses and other
incentive compensation under bonus and incentive compensation plans generally
available to other similarly situated Company executives.
(c) STOCK OPTIONS, RESTRICTED STOCK, AND INCENTIVE PLANS. I
shall be eligible to participate in all stock option, restricted stock, and
incentive plans generally available to other similarly situated Company
executives, and as of the commencement of my employment under this Agreement, I
shall be granted an incentive stock option (Option) to purchase shares of the
Company's common stock as set forth in SCHEDULE 3, exercisable according to the
terns and conditions of the Company's Stock Option Plan.
(d) STANDARD BENEFITS. During my employment, I shall be
entitled to participate in all employee benefit plans and programs, including
paid vacations, to the same extent generally available to other similarly
situated Company executives, in accordance with the terms of those plans and
programs. The Company shall have the right to terminate or change any such plan
or program at any time.
(e) INDEMNIFICATION. The Company shall extend to me the same
indemnification arrangements as are generally provided to other similarly
situated Company executives, including after termination of my employment.
(f) EXPENSES. I shall be entitled to receive prompt
reimbursement for all reasonable and customary travel and business expenses I
incur in connection with my employment, but I must incur and account for those
expenses in accordance with the policies and procedures established by the
Company.
(g) XXXXXXXX-XXXXX ACT LOAN PROHIBITION. To the extent that
any Company benefit, program, practice, arrangement, or this Agreement would or
might otherwise result in my receipt of an illegal loan (Loan), the Company
shall use reasonable efforts to provide me with a substitute for the Loan that
is lawful and of at least equal value to me. If this cannot be done, or if doing
so would be significantly more expensive to the Company than making the Loan,
the Company need not make the Loan to me or provide me substitute for it.
5. Termination.
2
(a) RIGHTS AND DUTIES. If my employment is terminated, I
shall be entitled to the amounts or benefits shown on the applicable row of the
following table, subject to the balance of this Section 5. The Company and I
shall have no further obligations to each other, except the Company's ongoing
indemnification obligation under Section 4, my confidentiality, etc. obligations
under Section 6, and our mutual arbitration obligations under Section 8, or as
set forth in any written agreement I subsequently enter into with the Company.
-----------------------------------------------------------------------------------
DISCHARGE Payment or provision when due of (1) any unpaid base salary,
FOR CAUSE expense reimbursements, and vacation days accrued prior to
termination of employment, and (2) other unpaid vested amounts or
benefits under Company compensation, incentive, and benefit plans.
-----------------------------------------------------------------------------------
DISABILITY Same as for "Discharge for Cause" EXCEPT that I also shall be
potentially eligible for disability benefits under any Company-
provided disability plan in which I then participate.
-----------------------------------------------------------------------------------
DISCHARGE Same as for "Discharge for Cause" EXCEPT that, in exchange for
OTHER THAN my execution of a release in accordance with this section, my base
FOR CAUSE OR salary, but not my employment, shall continue through the
DISABILITY Agreement's Expiration Date, or six months, whichever comes first.
-----------------------------------------------------------------------------------
RESIGNATION Same as for "Discharge for Cause."
-----------------------------------------------------------------------------------
DEATH Same as for "Discharge for Cause" EXCEPT that payments shall be
made to the person or entity prescribed by Company policies.
-----------------------------------------------------------------------------------
EXPIRATION Same as for "Discharge for Cause."
OF
AGREEMENT
-----------------------------------------------------------------------------------
3
(b) DISCHARGE FOR CAUSE. The company may terminate my
employment at any time if it believes in good faith that it has Cause to
terminate me. "Cause" shall include, but not be limited to:
(i) my refusal to follow the Company's lawful directions
or my material failure to perform my duties (other than by reason of physical or
mental illness, injury, or condition), in either case, after I have been given
notice of my default and a reasonable opportunity to cure my default;
(ii) my material failure to comply with Company
policies;
(iii) my engaging in conduct that is or may be unlawful
or disreputable, to the possible detriment of the Company and its subsidiaries
and affiliates, and their predecessors and successors ("Group"), or my own
reputation;
(iv) my becoming insolvent or filing for bankruptcy;
(v) my seeking, exploring, or accepting a position with
another business enterprise or venture without the Company's written consent at
any time more than 90 days before the Expiration Date; or
(vi) my engaging in activities on behalf of an
enterprise which competes or plans to compete with the Company or any of its
subsidiaries or affiliates.
If my employment ends for any reason other than discharge by the Company for
Cause, but at a time when the Company had Cause to terminate me (or would have
had Cause if it then knew all relevant facts), my termination shall be treated
as a discharge by the Company for Cause.
(c) TERMINATION FOR DISABILITY. Except as prohibited by
applicable law, the Company may terminate my employment on account of
Disability, or may transfer me to inactive employment status, which shall have
the same effect under this Agreement as a termination for Disability.
"Disability" means a physical or mental illness, injury, or condition that
prevents me from performing my duties, as determined under Company policies
relating to disability applicable to me and other similarly situated employees.
(d) DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY. The
Company may terminate my employment at any time for any reason, and without
advance notice. If I am terminated by the Company other than for Cause under
Section 5(b) or for Disability under Section 5(c), I will only receive the
special benefits provided for a non-Cause discharge under Section 5(a) if I sign
a general release form furnished to me by the Company (which may include any
provision customary in formal settlement agreements
4
and general releases, including such things as my release of the Company and all
conceivably related persons or entities ("affiliates") from all known and
unknown claims, my covenant never in the future to pursue any released claim, my
promise never seek employment with the Company or any affiliate i n the future,
my promise not to solicit current or former customers, employees, suppliers or,
to the fullest extent lawful, engage in business activities that compete with
the Company or any affiliate, or disclose or use any of their proprietary or
trade secret information) within 60 days after my employment ends (or within 60
days after an arbitrator determines that I am entitled to such payments if I
sign the general release) and I do not thereafter properly revoke the release.
(e) RESIGNATION. I promise not to resign my employment
before the Expiration Date without giving the Company at least 30 days advance
written notice. If I resign, the Company may accept my resignation effective on
the date set forth in my notice or any earlier date. If I resign, I shall
nevertheless remain employed under this Agreement except to the extent the
Company elects to cancel it.
(f) DEATH. If I die while employed under this Agreement,
the payments required by Section 5(a) in the event of my death shall be made.
(g) TRANSFERS TO GROUP MEMBER. My transfer to another member
of the Group shall not be deemed a termination of my employment under this
Agreement if it assumes this Agreement.
(h) DISPUTES UNDER THIS SECTION. All disputes relating to
this Agreement, including disputes relating to this section, shall be resolved
by final and binding arbitration under Section 8. For example, if the Company
and I disagree as to whether the Company had Cause to terminate my employment,
we will resolve the dispute through arbitration; the arbitrator will decide
whether the Company had Cause to terminate me.
(i) AMOUNTS OWED TO THE COMPANY. Any amounts payable to me
under this section shall first be applied to repay any amounts I owe the
Company.
6. CONFIDENTIALITY. I acknowledge that as an integral part of the
Company's business, the Company has developed, and will develop, at a
considerable investment of time and expense, marketing and business plans and
strategies, procedures, methods of operation and marketing, financial data,
lists of actual and potential customers and suppliers, and independent sales
representatives and related data, technical procedures, engineering and product
specifications, plans for development and expansion, and other confidential and
sensitive information, and I acknowledge that the Company has a legitimate
business interest in protecting the confidentiality of such information. I
acknowledge that I will be entrusted with such information as well as
confidential information belonging to customers, suppliers, and other third
parties.
5
(a) "TRADE SECRETS" are defined as information, regardless of
form, belonging to the Company, licensed by it, or disclosed to it on a
confidential basis by its customers, suppliers, or other third parties,
including, but not limited to, technical or non-technical data, formulae,
patterns, compilations, programs, devices, methods, techniques, drawings,
processes, financial data, product plans, or lists of actual or potential
customers or suppliers which are not commonly known by or available to the
public and which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.
(b) "CONFIDENTIAL INFORMATION" is defined as information,
regardless of form, belonging to the Company, licensed by it, or disclosed to it
on a confidential basis by its customers, suppliers, or other third parties,
other than Trade Secrets, which is material and valuable to the Company and not
generally known by the public.
(c) PROMISE NOT TO DISCLOSE. I promise never to use or
disclose any Trade Secret before it has become generally known within the
relevant industry through no fault of my own. I agree that this promise shall
never expire. I further promise that, while this Agreement is in effect and for
2 years after its termination, I will not, without the prior written approval of
the Company, disclose any Confidential Information before it has become
generally known within the relevant industry through no fault of my own.
(d) PROMISE NOT TO SOLICIT. To prevent me from inevitably
breaking this promise, I further agree that, while this Agreement is in effect
and for 18 months after its termination: (1) as to any customer or supplier of
the Group with whom I had dealings or about whom I acquired proprietary
information during my employment, I will not solicit or attempt to solicit (or
assist others to solicit) the customer or supplier to do business with any
person or entity other than the Group; and (2) I will not solicit or attempt to
solicit (or assist others to solicit) for employment any person who is, or
within the preceding 12 months was, an officer, manager, employee, or consultant
of the Group.
(e) PROMISE NOT TO ENGAGE IN CERTAIN EMPLOYMENT. I agree
that, while this Agreement is in effect and for 18 months after its termination
[the "Restricted Period"], I will not accept any employment or engage in any
activity, without the written consent of the Company's Board of Directors if the
loyal and complete fulfillment of my duties would inevitably require me to
reveal or utilize Trade Secrets or Confidential Information, as reasonably
determined by the Company's Board. In order to fully protect the Company's
Proprietary Information, at all times during the Restricted Period, I shall not,
directly or indirectly, perform or provide managerial or executive services on
behalf of any person, entity or enterprise which is engaged in, or plans to
engage in, any business in the United States that directly or indirectly
competes with the
6
Company's Business (for this purpose, the "Company's Business" is the
description of its business as appears in the Company's most recent Form 10-K.)
During my employment with the Company, I shall not, directly or indirectly, have
any interest in any business (other than the Company) that competes with the
Company's Business, provided that this provision shall not apply to my ownership
or acquisition, solely as an investment, of securities of any issuer that is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and that are listed or admitted for trading on any United States
national securities exchange or that are quoted on the National Association of
Securities Dealers Automated Quotations System, or any similar system or
automated dissemination of quotations of securities prices in common use, so
long as the Executive does not control, acquire a controlling interest in or
become a member of a group which exercises direct or indirect control of, more
than five percent of any class of capital stock of such corporation.
(f) RETURN OF INFORMATION. When my employment with the
Company ends, 1 will promptly deliver to the Company, or, at its written
instruction, destroy, all documents, data, drawings, manuals, letters, notes,
reports, electronic mail, recordings, and copies thereof, of or pertaining to it
or any other Group member in my possession or control. In addition, during my
employment with the Company or the Group and thereafter, I agree to meet with
Company personnel and, based on knowledge or insights I gained during my
employment with the Company and the Group, answer any question they may have
related to the Company or the Group.
(g) PROMISE TO DISCUSS PROPOSED ACTIONS IN ADVANCE. To
prevent the inevitable use or disclosure of Trade Secrets or Confidential
Information, I promise that, before I disclose or use Trade Secrets or
Confidential Information and before I commence employment, solicitations, or any
other activity that could possibly violate the promises I have just made, I will
discuss my proposed actions with an attorney for the Company, who will advise me
in writing whether my proposed actions would violate these promises.
(h) INTELLECTUAL PROPERTY. Intellectual property (including
such things as all ideas, concepts, - inventions, plans, developments, software,
data, configurations, materials (whether written or machine-readable), designs,
drawings, illustrations, and photographs, that may be protectable, in whole or
in part, under any patent, copyright, trademark, trade secret, or other
intellectual property law), developed, created, conceived, made, or reduced to
practice during my Company employment (except intellectual property that has no
relation to the Group or any Group customer that I developed, etc., purely on my
own time and at my own expense), shall be the sole and exclusive property of the
Company, and I hereby assign all my rights, title, and interest in any such
intellectual property to the Company.
(i) EXECUTION OF INNOVATION AGREEMENT. I agree to the terms
of the Company's Assignment of Inventions agreement, which is attached to this
7
Agreement as SCHEDULE 4, and I promise to execute it contemporaneously with this
Agreement.
(j) ENFORCEMENT OF THIS SECTION. This section shall survive
the termination of this Agreement for any reason. I acknowledge that (a) my
services are of a special, unique, and extraordinary character and it would be
very difficult or impossible to replace them, (b) this section's terms are
reasonable and necessary to protect the Company's legitimate interests, (c) this
section's restrictions will not prevent me from earning or seeking a livelihood,
(d) this section's restrictions shall apply wherever permitted by law, and (e)
my violation of any of this section's terms would irreparably harm the Company.
Accordingly, I agree that, if I violate any of the provisions of this section,
the Company or any Group member shall be entitled to, in addition to other
remedies available to it, an injunction to be issued by any court of competent
jurisdiction restraining me from committing or continuing any such violation,
without the need to prove the inadequacy of money damages or post any bond or
for any other undertaking.
7. NOTICE.
(a) TO THE COMPANY. I will send all communications to the
Company in writing, addressed as follows (or in any other manner the Company
notifies me to use):
If Mailed: Charys Holding Company, Inc.
Attention: Chief Executive Officer
0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X 000
Xxxxxxx, XX 00000
If Faxed: Charys Holding Company, Inc.
Attention: Chief Executive Officer
Fax: (000) 000-0000
Tel: 678) 000-0000
(b) TO ME. All communications from the Company to me
relating to this Agreement must be sent to me in writing at my Company office or
in any other manner I notify the Company to use.
(c) TIME NOTICE DEEMED GIVEN. Notice shall be deemed to have
been given when delivered or, if earlier (1) when mailed by United States
certified or registered mail, return receipt requested, postage prepaid, or (2)
faxed with confirmation of delivery, in either case, addressed as required in
this section.
8. ARBITRATION OF DISPUTES. All disputes between the Company and
me are to be resolved by final and binding arbitration in accordance with the
separate
8
Arbitration Agreement attached as SCHEDULE 5 to this Agreement. This section
shall remain in effect after the termination of this Agreement.
9. GOLDEN PARACHUTE LIMITATION. I agree that my payments and
benefits under this Agreement and all other contracts, arrangements, or programs
shall not, in the aggregate, exceed the maximum amount that may be paid to me
without triggering golden parachute penalties under Section 280G and related
provisions of the Internal Revenue Code, as determined in good faith by the
Company's independent auditors. If any benefits must be cut back to avoid
triggering such penalties, my benefits shall be cut back in the priority order
designated by the Company. If an amount in excess of the limit set forth in this
section is paid to me, I will repay the excess amount to the Company upon
demand, with interest at the rate provided for in Internal Revenue Code Section
1274(b)(2)(B). The Company and I agree to cooperate with each other in
connection with any administrative or judicial proceedings concerning the
existence or amount of golden parachute penalties with respect to payments or
benefits I receive.
10. AMENDMENT. No provisions of this Agreement may be modified,
waived, or discharged except by a written document signed by a duly authorized
Company officer and me. Thus, for example, promotions, commendations, and/or
bonuses shall not, by themselves, modify, amend, or extend this Agreement. A
waiver of any conditions or provisions of this Agreement in a given instance
shall not be deemed a waiver of such conditions or provisions at any other time.
11. INTERPRETATION; EXCLUSIVE FORUM. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the state of Georgia (excluding any that mandate the use
of another jurisdiction's laws). Any litigation, arbitration, or similar
proceeding with respect to such matters only may be brought within that state,
and all parties to this Agreement consent to that state's jurisdiction and agree
that venue anywhere in that state would be proper.
12. SUCCESSORS. This Agreement shall be binding upon, and shall
inure to the benefit of, me and my estate, but I may not assign or pledge this
Agreement or any rights arising under it, except to the extent permitted under
the terms of the benefit plans in which I participate. Without my consent, the
Company may assign this Agreement to any affiliate or successor that agrees in
writing to be bound by this Agreement, after which any reference to the
"Company" in this Agreement shall be deemed to be a reference to the affiliate
or successor, and the Company thereafter shall have no further primary,
secondary or other responsibilities or liabilities under this Agreement of any
kind.
13. TAXES. The Company shall withhold taxes from payments it
makes pursuant to this Agreement as it determines to be required by applicable
law.
14. VALIDITY. The invalidity or unenforceability of any p revision
of this Agreement shall not affect the validity or enforceability of any other
provision of this
9
Agreement, which shall remain in full force and effect. In the event that a
court of competent jurisdiction determines that any provision of this Agreement
is invalid or more restrictive than permitted under the governing law of such
jurisdiction, then only as to enforcement of this Agreement within the
jurisdiction of such court, such provision shall be interpreted and enforced as
if it provided for the maximum restriction permitted under such governing law.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute the same instrument.
16. ENTIRE AGREEMENT. All oral or written agreements or
representations, express or implied, with respect to the subject matter of this
Agreement are set forth in this Agreement. However, this Agreement does not
override other written agreements I have executed relating to specific aspects
of my employment, such as conflicts of interest.
17. FORMER EMPLOYERS. I am not subject to any employment,
confidentiality, or other agreement or restriction that would prevent me from
fully satisfying my duties under this Agreement or that would be violated if I
did so. Without the Company's prior written approval, I promise I will not:
(a) disclose proprietary information belonging to a former
employer or other entity without its written permission;
(b) contact any former employer's customers or employees to
solicit their business or employment on behalf of the Group; or
(c) distribute announcements about or otherwise publicize my
employment with the Group.
I will indemnify and hold the Company harmless from any liabilities, including
defense costs, it may incur because I am alleged to have broken any of these
promises or improperly revealed or used such proprietary information or to have
threatened to do so, or if a former employer challenges my entering into this
Agreement or rendering services pursuant to it.
18. DEPARTMENT OF HOMELAND SECURITY VERIFICATION REQUIREMENT. If
I have not already done so, I agree to timely file all documents required by the
Department of Homeland Security to verify my identity and my lawful employment
in the United States. Notwithstanding any other p revision of this Agreement, if
I fail to meet any such requirements promptly after receiving a written request
from the Company to do so, I agree that my employment shall terminate
immediately and that I shall not be entitled to any compensation from the
Company of any type.
10
I ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED IN IT AND THAT
I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY
PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT ITSELF.
I UNDERSTAND THAT PAUL, HASTINGS, XXXXXXXX & XXXXXX LLP (PHJ&W) REPRESENTED THE
COMPANY, NOT ME, IN NEGOTIATING THIS CONTRACT; I WAS REPRESENTED BY SEPARATE
COUNSEL. TO THE EXTENT PHJ&W HAS REPRESENTED ME, IS REPRESENTING ME, OR
REPRESENTS ME IN THE FUTURE, I IRREVOCABLY WAIVE ANY CONFLICT OF INTEREST
OBJECTIONS I MAY HAVE TO ITS REPRESENTATION OF THE COMPANY AS TO ANY MATTERS
RELATING TO MY EMPLOYMENT BY THE COMPANY, INCLUDING THE NEGOTIATION OF THIS
CONTRACT.
I FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I
UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS
AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT
OPPORTUNITY TO THE EXTENT I WISHED TO DO SO. I UNDERSTAND THAT BY SIGNING THIS
AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL.
Date: Charys Holding Company Inc.
-----------------------
/s/ Xxxxx X. Xxx, Xx
------------------------------
Xxxxx X. Xxx, Xx
Chief Executive Officer
Date: /s/ M. Xxxxx XxXxxxx
----------------------- ------------------------------
M. Xxxxx XxXxxxx
11
SCHEDULE 1: DUTIES AND PRIORITIES
- Investor Relations
1
SCHEUDLE 2: SALARY ADJUSTMENT FEATURE
- When the Company achieves annual revenues of $50 million the annual
Base Salary will increase to $84,000.
- When the Company achieves annual revenues of $100 million the annual
Base Salary will increase to $108,000.
2
SCHEUDULE 3: STOCK OPTIONS
Subject to the terms and conditions of the Company's Stock Option Plan, Employee
is granted Stock Options to purchase a total of 500,000 shares of Charys Common
Stock as follows:
- On the Effective Date, Options to purchase 100,000 shares are fully
vested and exercisable at $0.20 per share.
- At the earlier of 12 months from the Effective Date or the date the
Company's common stock closing at $1.00 per share on the OTCBB, an
additional 100,000 shares will be fully vested and exercise able at
$0.50 per share.
- At the earlier of 18 months from the Effective Date or the date the
Company's common stock closing at $3.00 per share on the OTCBB, an
additional 100,000 shares will be fully vested and exercise able at
$1.50 per share.
- At the earlier of 24 months from the Effective Date or the date the
Company's common stock closing at $5.00 per share on the OTCBB, an
additional 100,000 shares will be fully vested and exercise able at
$2.50 per share.
- At the earlier of 36 months from the Effective Date or the date the
Company's common stock closing at $10.00 per share on the OTCBB, an
additional 100,000 shares will be fully vested and exercise able at
$5.00 per share.
3