AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT DATED NOVEMBER 30, 2005
Exhibit
10.2.1
AMENDMENT
NO. 1 TO
EXECUTIVE
EMPLOYMENT
AGREEMENT
DATED NOVEMBER 30, 2005
The
following is an amendment (“Amendment No. 1”) to the Executive Employment
Agreement ("Agreement") dated November 30, 2005, by and among Cobalis Corp.,
(“Company”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("Executive"). All capitalized terms used
herein, but not otherwise defined herein, shall have the meanings ascribed
to
them in the Agreement.
WHEREAS,
the parties to the Executive Employment Agreement desire to amend certain terms
of the Agreement, specifically Section 3.(c)(i) and Section 7.(a)(iv) which
were
set forth as follows:
Section
3.(c)(i). Initial Grant.
On or
prior to the Start Date, the Company hereby grants to the Executive an
option/warrant (the "Initial Stock Option/Warrant") to purchase One Million
(1,000,000) shares of the Common Stock at the purchase/exercise price of $1.75
per share. This Initial Stock Option/Warrant shall vest and be exercisable
as
follows: 1/3 of the shares vest and become exercisable as of the Start Date;
1/3
of the shares shall vest and become exercisable one year after the Start Date;
and 1/3 of the shares shall vest and become exercisable two years after the
Start Date. Notwithstanding the foregoing, the Initial Stock Option/Warrant
shall vest and be fully exercisable upon a Change in Control and shall vest
as
otherwise provided herein upon termination of the Executive's
employment.
Section
3.(c)(ii) Future Grants.
The
Executive shall be entitled to participate in future stock option grants (the
"Future Stock Options/Warrants") as determined by the President or the Board
or
any dully authorized Committee of the Board.
Section
3.(c)(iii) Option/Warrant Agreement.
The
Initial Stock Option/Warrant and any Future Stock Options/Warrants shall be
evidenced by agreements in customary form for grants of stock options/warrants
to executive officers of the Company, consistent with the terms and conditions
of this Agreement.
Section
7.(a)(iv). Compensation Upon Termination by the Company for Cause or by the
Executive Without Good Reason.
If the
Executive's employment is terminated by the Company for Cause or by the
Executive Without Good Reason, the Company shall pay the Executive all amounts
earned hereunder through the date of termination of the Executive's employment,
including: any stock options and stock appreciation rights (including Initial
Stock Option/Warrant and Future Stock Options/Warrants) granted to the Executive
and vested through the date of termination of the Executive’s employment
pursuant to the vesting schedule in Section 3(c)(i) shall become immediately
exercisable for a period of thirty (30) days following the date of termination
of the Executive’s employment.
Section
7.(b)(ii). Termination
Upon Death or Disability. All
restrictions on any outstanding awards granted by the Company (including
restricted stock awards) granted to the Executive shall lapse and such awards
shall become fully (100%) and immediately vested, and all stock options and
stock appreciation rights (including Initial Stock Option/Warrant and Future
Stock Options/Warrants) granted to the Executive and vested through the date
of
termination of the Executive’s employment pursuant to the vesting schedule in
Section 3(c)(i) shall become immediately exercisable for a remaining life of
the
Stock Option/Warrant, or a period which shall be no less than twenty-four (24)
months following the date of termination of the Executive’s employment,
whichever is greater;
Section
7.(c)(iii). Termination
Upon Death or Disability.
All
restrictions on any outstanding awards granted by the Company (including
restricted stock awards) granted to the Executive shall lapse and such awards
shall become fully (100%) and immediately vested, and all stock options and
stock appreciation rights (including Initial Stock Option/Warrant and Future
Stock Options/Warrants) granted to the Executive and vested through the date
of
termination of the Executive’s employment pursuant to the vesting schedule in
Section 3(c)(i) shall become immediately exercisable for a remaining life of
the
Stock Option/Warrant, or a period which shall be no less than twenty-four (24)
months following the date of termination of the Executive’s employment,
whichever is greater; and
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NOW,
THEREFORE, in consideration of the promises and mutual covenants hereinafter
set
forth, the parties hereto, intending to be legally bound, hereby agree as of
the
Amendment Date, i.e., the date below on which this Amendment is executed by
the
parties, that the Agreement shall be amended to read as follows:
Section
3. (c)(i) Initial
Grant. In
lieu
of the Initial Stock Option/Warrant granted pursuant to the Agreement, and
pursuant to the terms of the Warrant Cancellation Agreement, the Company hereby
grants to the Executive options (the "Stock Options") to purchase One Million
(1,000,000) shares of the Company’s Common Stock at the exercise price of $1.75
per share, such options to have a term of ten (10) years from November ___,
2006, i.e., the Start Date of this Amended Agreement. That grant of Stock
Options shall be evidenced by the agreement executed on even date herewith
entitled “Stock Option Agreement”. The Stock Options shall vest and be
exercisable as follows: 1/3 of the options shall vest upon execution of this
Amendment; 1/3 of the options shall vest and become exercisable on December
5,
2006; and 1/3 of the options shall vest and become exercisable on December
5,
2007. Notwithstanding the foregoing, the Stock Options shall vest and be fully
exercisable upon a Change in Control and shall vest as otherwise provided herein
upon termination of the Executive's employment.
Section
3.(c)(ii) Future Grants.
The
Executive shall be entitled to participate in future stock option grants (the
"Future Stock Options") as determined by the President or the Board or any
dully
authorized Committee of the Board.
Section
3.(c)(iii) Option Agreement.
The
Initial Stock Option and any Future Stock Options or Warrants shall be evidenced
by agreements in customary form for grants of stock options or warrants to
executive officers of the Company, consistent with the terms and conditions
of
this Agreement.
Section
7.(a)(iv). Compensation Upon Termination by the Company for Cause or by the
Executive Without Good Reason.
If the
Executive's employment is terminated by the Company for Cause or by the
Executive Without Good Reason, the Company shall pay the Executive all amounts
earned hereunder through the date of termination of the Executive's employment,
including: any outstanding and valid stock options and stock appreciation rights
(including any Initial and Future Stock Options or Warrant grants) granted
to
the Executive and vested through the date of termination of the Executive’s
employment pursuant to the vesting schedule in Section 3(c)(i) shall become
immediately exercisable for a period of twelve (12) months following the date
of
termination of the Executive’s employment.
Section
7.(b)(ii). Termination
Upon Death or Disability. All
restrictions on any outstanding awards granted by the Company (including
restricted stock awards) granted to the Executive shall lapse and such awards
shall become fully (100%) and immediately vested, and all stock options and
stock appreciation rights (including Initial Stock Options and Future Stock
Options or Warrants) granted to the Executive and vested through the date of
termination of the Executive’s employment pursuant to the vesting schedule in
Section 3(c)(i) shall become immediately exercisable for a remaining life of
the
Stock Option, or a period which shall be no less than twenty-four (24) months
following the date of termination of the Executive’s employment, whichever is
greater;
Section
7.(c)(iii). Termination
Upon Death or Disability. All
restrictions on any outstanding awards granted by the Company (including
restricted stock awards) granted to the Executive shall lapse and such awards
shall become fully (100%) and immediately vested, and all stock options and
stock appreciation rights (including Initial Stock Option and Future Stock
Options or Warrants) granted to the Executive and vested through the date of
termination of the Executive’s employment pursuant to the vesting schedule in
Section 3(c)(i) shall become immediately exercisable for a remaining life of
the
Stock Option or Warrant, or a period which shall be no less than twenty-four
(24) months following the date of termination of the Executive’s employment,
whichever is greater; and
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Except
for the specific amendments provided for herein, all terms and conditions of
the
Agreement shall remain and are in full force and effect.
IN
WITNESS WHEREOF, the parties have made and entered into this Amendment in
duplicate on November ___, 2006.
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