Exhibit 10.1
Amendment No. 1 to the Executive
Employment Agreement
Between
Dynamics Applications
Corp.
A company incorporated under the
laws of Delaware having its principal office at 7, Menachem Begin
Street, Ramat Gan, Israel 52521
(" Dynamic " or the "
Company ")
And
Asher Zwebner
This Amendment
No. 1 to the Executive Employment Agreement, dated October 13, 2009
(this “Amendment”), between Dynamic and Asher Zwebner
(the “Executive”).
Whereas, the
Executive is currently employed by the Company pursuant to terms
and provisions of the Executive Employment Agreement dated October
2008 (the “Agreement”);
Whereas, each of the Company and the Executive
agree to amend and supersede certain terms and provisions of the
Agreement by entering into this agreement to provide for the term
and compensation of the Executive by the Company upon the terms and
provisions set forth herein.
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1.
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Section 3 of
the Agreement is hereby amended to extend the Term to October 31,
2010.
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2.
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Section 4 is
hereby deleted in its entirety and replaced with the
following:
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The
Executive shall be entitled to 500,000 shares of common stock of
the Company (the "Shares") as full and complete consideration for
his services to the Company, subject to the entitlement to such
Shares pursuant to the terms and conditions of the Notice of
Restricted Stock Award and Restricted Stock Agreement attached
hereto as Exhibit 1 . Said Shares shall be subject to a
one-year lock-up from the date of issuance as provided in Section
3.1 of such Restricted Stock Agreement and subject to other
applicable restrictions under applicable securities laws and
regulations.
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3.
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Section 6 is
hereby deleted in its entirety and replaced with the
following:
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Termination of
Employment . At any time
and with or without any reason, either the Company or the Executive
can terminate this Agreement, provided that the party terminating
employment provides the other party no less than 30 days’
prior written notice. Following termination of the
Executive’s employment, the Executive shall reasonably
cooperate with the Company in all matters relating to the winding
up of pending work on behalf of the Company and the orderly
transfer of work to other employees of the Company. The
Executive shall also reasonably cooperate in the defense of any
action brought by any third party against the Company that relates
in any way to the Executive’s acts or omissions while
employed by the Company, provided that any such cooperation shall
be at the reasonable expense of the Company and at a rate of
remuneration to be mutually agreed upon by the parties.
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4.
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Other than as expressly provided for herein and
Exhibit 1 hereto, all the other terms and provisions of the
Agreement shall remain in full force and effect.
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In witness
whereof, the parties hereto have signed this Amendment as of the
day, month and year first written above.
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COMPANY:
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EXECUTIVE:
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DYNAMICS
APPLICATION CORP.
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By:
/s/ Ori Goore
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/s/ Asher
Zwebner
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Name:Ori
Goore
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Asher
Zwebner
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Title:Chief
Executive Officer
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EXHIBIT 1
DYNAMIC APPLICATIONS
CORP.
NOTICE OF RESTRICTED STOCK
AWARD
You have been
granted restricted Common Stock, par value US $0.0001 each (the
“ Stock ”), of Dynamic Applications Corp. (the
“ Company ”). The terms and conditions attached
hereto under the Restricted Stock Agreement are also a part
hereof.
Name of Grantee
(the “ Grantee ”):
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Asher Zwebner
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October 13, 2009 ( Closing
Date )
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Total Number of
Stock granted (“ Restricted Stock ”)
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500,000
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US $0.00
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Vesting
Commencement Date:
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October 13, 2009
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Vesting
Schedule (Release from Repurchase Option)
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Subject to the
provisions of the Restricted Stock Agreement attached hereto, the
Restricted Stock will vest on a monthly basis during the 12
months following the date hereof, such that 8.33% of the
Restricted Stock shall vest and be released from the
Company’s Repurchase Option at the lapse of each month of
continued employment subsequently thereafter (beginning with the
lapse of October 2009).
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- Signature Page to Follow
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- 2 -
Capitalized
terms used but not defined herein shall have the meaning assigned
to them in the Plan. By your signature below and the signature
of the Company’s authorized representative below, you and the
Company agree that the Restricted Stock is granted under and
governed by the terms and conditions of the Plan, a copy of which
is attached hereto as Exhibit A and made an integral part of
this Notice. While certain terms and conditions are included in
this Notice, such terms and conditions shall not in any way
derogate from the applicability of all other terms and conditions
set forth in the Plan, and therefore, you are urged to
review the entire Plan and make yourself familiar with
the terms and conditions of the Plan. The Grantee, by its signature
below, hereby confirms that he/she has had an adequate opportunity
to review the terms of the option grant, including, the Plan, this
Notice, the Trust Agreement and any other documents ancillary
thereto and, if she/he so desires, to seek advice of legal
counsel.
To the extent a
102 Option Award is designated above, you declare and acknowledge:
(i) that you fully understand that Section 102 of the Israeli
Income Tax Ordinance and the rules and regulations enacted
thereunder apply to the Restricted Stock specified in this Notice
and to you, and (ii) that you understand the provisions of Section
102, the tax track chosen and the implications thereof. With
respect to Restricted Stock granted under Section 102, the terms of
such Restricted Stock shall also be subject to the terms of the
Trust Agreement made between the Company and the Trustee for the
benefit of the Grantee, as well as the requirements of the Israeli
Income Tax Commissioner. The grant of Restricted Stock is
conditioned upon the Grantee signing all documents requested by the
Company or the Trustee, in accordance with and under the Trust
Agreement. To the extent applicable, a copy of
the Trust Agreement is available for the Grantee’s review,
during normal working hours, at Company’s offices
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In the event of
any inconsistency or contradiction between any of the terms of this
Notice and the provisions of the Plan, the terms and provisions of
this Notice letter shall prevail.
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Grantee
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Dynamic Applications
Corp.
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DYNAMIC APPLICATIONS CORP. (THE
“COMPANY”)
RESTRICTED STOCK
AGREEMENT
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1.
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GRANT OF
RESTRICTED STOCK
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1.1.
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Restricted Stock . On the terms and conditions set forth in the
Notice of Restricted Stock Award attached hereto (the “
Notice of Restricted Stock Award ”) and this
Restricted Stock Agreement, the Company grants to the Grantee, on
the Date of Grant the number of Restricted Stock set forth in the
Notice of Restricted Stock Award.
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2.1.
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In the event that Grantee’s employment is
terminated or ceases to be employed with the Company or an
affiliate of any of the foregoing (collectively a “
Service Provider ”) then, upon the effective date of
such termination or
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