STOCK OPTION AWARD
AGREEMENT
AGREEMENT made
on August 15, 2005, by and between enherent Corp., a Delaware
corporation (the “Company”), and Karl Brenza (the
“Participant”).
WHEREAS, the
Company has adopted the enherent Corp. 2005 Stock Incentive Plan
(the Plan); and
WHEREAS,
pursuant to the terms of the employment agreement between the
Participant and Company dated August 15, 2005(the
“Employment Agreement”), the Company desires to grant
to the Participant options under the Plan to acquire an aggregate
of 1,009,714 shares of common stock of the Company, par value
$.0001 per share (“Common Stock”), on the terms set
forth herein.
NOW, THEREFORE,
the parties hereby agree as follows:
1.
Definitions . Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Plan.
2. Grant of
Options . The Participant is hereby granted an option (the
“Option”) to purchase an aggregate of 1,009,714 shares
of Common Stock, pursuant to the terms of this Agreement, the
Employment Agreement and the provisions of the Plan. This Option is
intended to constitute a Nonqualified Stock Option. Option and
Options may be referred to interchangeable in this
Agreement.
3. Option
Price . The initial exercise price per share of Common Stock
subject to this Option shall be $0.11, subject to equitable
adjustment in accordance with the Plan; provided however, that any
such adjustments shall be consistent with other adjustments being
made with respect to the other option holders as a
class.
4.
Conditions to Exercisability . This Option shall vest and
become exercisable with respect to one-eighth (1/8) of the shares
of Common Stock subject hereto on the first day of each calendar
quarter, starting with the fourth quarter of 2006 (i.e.,
October 1, 2006), so long as the Participant continues to be
employed by the Company or any of its subsidiaries on such dates or
vesting has accelerated as provided herein.
5. In the event
of the Participant’s death or Permanent Disability, all
shares of Common Stock subject to this Option that have not already
vested or have previously been forfeited shall vest immediately. In
the event of the Participant’s Partial Disability, all shares
of Common Stock subject to this Option that have not already vested
or have previously been forfeited shall vest upon the earlier of
(i) ninety (90) days following such Partial Disability,
or (ii) the regular vesting date pursuant to the schedule in
Section 4 above. In the event the Participant’s
employment terminates for any reason other than death, Permanent
Disability or Partial Disability, all unvested shares of Common
Stock subject to this Option shall be permanently forfeited on such
termination date; provided, however, in the event the
Participant’s employment with the Company is terminated by
the Company for reasons other than Cause (as defined in the
Employment Agreement), the vesting schedule set forth in
Section 4 shall be accelerated by six months. Accordingly, any
Options scheduled to vest in the six month period following
Participant’s termination of employment by the Company for
reasons other than Cause shall become vested on the
Participant’s termination date, and any options scheduled to
vest after the end of such six month period
shall be
forfeited on the Participant’s termination date. Any vested
options, including those options that have vested as a result of
acceleration, may be exercised by Participant anytime prior to the
Expiration Periods provided in Section 6. Other than as
provided for in this Section 5, the Options shall not be
forfeited, cancelled or surrendered for any reason.
6. Period of
Option . This Option shall expire and no longer be exercisable
on the earliest to occur of:
(a) the
tenth anniversary of the Date of Grant;
(b) the
date of the Participant’s termination of employment with the
Company or any of its subsidiaries for Cause;
(c) the
third anniversary of the Participant’s termination of
employment with the Company or any of its subsidiaries for any
reason other than Cause;
7. Change in
Control . Notwithstanding any other provision of the Plan or
this Agreement to the contrary, if, while this Award remains
outstanding under the Plan, a Change in Control (as defined below)
of the Company shall occur, then all shares of Common Stock granted
under this Award Agreement that are outstanding at the time of such
Change in Control shall become imm
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