Stock Purchase Agreement with Vesting by bobzepfel

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Stock Purchase Agreement with Executive, providing for vesting of stock, repurchase rights, escrow, right of first refusal, market stand-off. Includes spouse's consent and escrow instructions

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									                                 IOS TECHNOLOGIES, INC.


                            STOCK PURCHASE AGREEMENT


       THIS AGREEMENT is made as of the 1st day of June, 2007, (the “Effective Date”) by
and between IOS Technologies, Inc., a California corporation (the “Company”), and Martin J.
Dymek (“Purchaser”).

                                        WITNESSETH:

        WHEREAS, the Company desires to issue and sell to the Purchaser and the Purchaser
desires to purchase from the Company capital stock of the Company as herein described
according to the terms and subject to the conditions hereinafter set forth.

       WHEREAS, the Purchaser is, an employee and officer of the Company.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

        1.     Number of Shares and Price Per Share. The Purchaser hereby agrees to purchase
from the Company and the Company agrees to sell to Purchaser Six Hundred Thousand
(600,000) shares of the Company’s Common Stock, $0.001 par value (the “Stock”), at a
purchase price of $0.001 per share or an aggregate price of $600.00. The consideration for the
Stock will be the Purchaser’s delivery of cash or a check in the amount of the purchase price,
receipt of which delivery is hereby acknowledged. The closing of such purchase shall occur
immediately upon execution of this Agreement.

       2.     Stock Repurchase Option. The Company shall have the option to repurchase the
Stock pursuant to Section 2(a).

                (a)     Unvested Shares . If Purchaser’s employment with the Company is
terminated for any reason or no reason, with or without cause, or if the Purchaser or the
Purchaser’s legal representative attempts to sell, exchange, transfer, pledge or otherwise dispose
of any shares of Stock purchased pursuant to this Agreement which have not vested in the
Purchaser pursuant to Section 2(a)(i) below (the “Unvested Shares”), the Company shall have the
right to reacquire the Unvested Shares under the terms and subject to the conditions set forth in
this Section 2(a) (the “Unvested Share Repurchase Option”).

                        (i)     Vesting of Shares. The term “Initial Vesting Date” shall mean
June 1, 2007. As of the Initial Vesting Date, none of the shares of Common Stock will be vested
in the Purchaser. The Stock will vest in the Purchaser and will become “Vested Shares” on and
after the Initial Vesting Date in accordance with the following schedule:




                                                1
                Date                                       Portion Vested

                On the Initial Vesting Date                0% of the Stock
                (June 1, 2007)
                For each full month of the Purchaser’s     4.1667 % of the Stock
                continuing status as an employee after     (25,000 shares) for each
                the Initial Vesting Date (June 1, 2007)    such full month as an
                until the closing of a Qualified           employee of the Company
                Financing (as defined below)

                For each full month of the Purchaser’s     That percentage of the
                continuing status as an employee after     remaining Stock determined
                the closing of a Qualified Financing       by (a) subtracting from 48
                                                           the number of full months
                                                           after the Initial Vesting Date
                                                           (June 1, 2007) until the
                                                           closing of a Qualified
                                                           Financing and (b) dividing
                                                           100 by the resulting
                                                           number.

For purposes of this Agreement, a Qualified Financing shall mean an equity financing of the
Company in which the aggregate of the gross proceeds received by the Company are at least $3
million. The foregoing notwithstanding, (a) all of the shares of the Stock shall become Vested
Shares upon the expiration of 48 months after the Initial Vesting Date and (b) in the event that
after a Qualified Financing, Purchaser’s employment with the Company is terminated without
Cause (as defined in the Employment Agreement of even date between Purchaser and the
Company), then for purposes of determining the number of Vested Shares, Purchaser’s
employment shall be deemed to have terminated nine months after the actual date of such
termination. All share numbers in this Agreement shall be adjusted appropriately to reflect any
stock splits, stock dividends, recombinations, recapitalizations or the like by the Company.

                       (ii)    Exercise of Unvested Share Repurchase Option. Except as
provided in Section 2(d) below, if Purchaser’s employment with the Company is terminated for
any reason or for no reason, with or without cause, or if the Purchaser or the Purchaser’s legal
representative attempts to dispose of any Unvested Shares other than as allowed in this
Agreement, the Company may exercise the Unvested Share Repurchase Option by written notice
to the Escrow Agent (as defined in Section 10 below) and to the Purchaser or the Purchaser’s
legal representative within sixty (60) days after such termination or after the Company has
received notice of the attempted disposition.

                      (iii)   Payment for Shares and Return of Shares. Payment by the
Company to the Escrow Agent on behalf of the Purchaser or the Purchaser’s legal representative
shall be made in cash within sixty (60) days after the date of the mailing of the written notice of
exercise of the Unvested Share Repurchase Option. The purchase price per share for the
Unvested Shares being purchased by the Company shall be an amount equal to the Purchaser’s


                                                 2
original cost per share. Within thirty (30) days after payment by the Company, the Escrow
Agent shall give the Unvested Shares which the Company has purchased to the Company and
shall give the payment received from the Company to the Purchaser or the Purchaser’s legal
representative.

                (b)     Transfers Not Subject to Unvested Share Repurchase Option. The
Unvested Share Repurchase Option shall not apply to a transfer to the Purchaser’s ancestors,
descendants or spouse or to a trustee for their benefit or the benefit of the Purchaser, provided
that such transferee shall agree in writing (in a form satisfactory to the Company) to take the
Stock subject to all the terms and conditions of this Section 2 providing for the Unvested Share
Repurchase Option.

               (c)    Legends. The Company may at any time place a legend or legends
referencing the Unvested Share Repurchase Option on any shares subject to the Unvested Share
Repurchase Option.

                (d)    Assignment of Unvested Share Repurchase Option. In the event the
Company is unable to exercise the Unvested Share Repurchase Option or the Right of First
Refusal (as defined in Section 3 below) pursuant to the provisions of Section 500 et seq. of the
California Corporations Code, or the corresponding provisions of other applicable law, the
Company shall have the right to assign the Unvested Share Repurchase Option or the Right of
First Refusal to one or more persons as may be selected by the Company.

       3.      Right of First Refusal.

                (a)     Notice of Transfer. In the event that the Purchaser proposes to sell, assign,
pledge, encumber, transfer or otherwise dispose of (“Transfer”) any shares of the Stock which
are no longer subject to the Unvested Share Repurchase Option, the Purchaser shall give the
Company written notice of the Purchaser’s intention (“Transfer Notice”), describing the offered
shares (“Offered Shares”), the identity of the prospective transferee and the consideration and the
material terms and conditions upon which the proposed Transfer is to be made. The Transfer
Notice shall certify that the Purchaser has received a firm offer from the prospective transferee
and in good faith believes a binding agreement for Transfer is obtainable on the terms set forth,
and shall also include a copy of any written proposal or letter of intent or other agreement
relating to the proposed Transfer.

                (b)     Right of First Refusal. With respect to any proposed Transfer, the
Company shall have an option to purchase all or none of the Offered Shares (the “Right of First
Refusal”). To exercise such option, the Company must notify the Purchaser in writing before the
expiration of the thirty day period following the delivery of the Transfer Notice to the Company.
If the Company elects to purchase the Offered Shares, it shall pay consideration for the Offered
Shares no less favorable in price and material terms and conditions than are described in the
Transfer Notice.

                (c)    Closing Procedures; Subsequent Transfers. If the Company exercises the
Right of First Refusal, the Company and the Purchase shall consummate the sale of the Offered
Shares on the terms set forth in the Transfer Notice by the date sixty (60) days after the delivery

								
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