Revised Employment Agreement
Revised
Employment Agreement
This
revised employment agreement (the “Revised Agreement”) is made as of March
6th,
2007,
by and between Lighting Science Group Corporation, a Delaware corporation
(the
“Company”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual, resident of New York (the
“Executive”).
Recitals
| A. |
Prior
to the date of this agreement, Executive was President of the Company
and
a member of the Board of Directors.
|
| B. |
The
Company is closing on a new financing transaction, and as part of
that
transaction the Company requires Executive to revise the terms of
his
employment and resign his position as a member of the Board of Directors.
|
| C. |
The
Company wishes to modify and supercede Executive’s Original Employment
Agreement, dated March 7, 2006 (the “Original Employment Agreement”), and
have Executive continue in the employ of the Company and Executive
wishes
to continue his employment with the
Company.
|
Agreement
In
Consideration of the mutual premises herein set forth, and for other good
and
valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties have agreed as follows:
| 1. |
Executive
shall remain an employee of the Company through December 31, 2007,
at an
annual salary of $1 per year.
|
| 2. |
Executive
shall resign his position as President of the Company and as a member
of
the Board of Directors, effective on closing of the new financing
transaction.
|
| 3. |
Company
shall continue to provide, at no cost to Executive, full health and
medical benefits, on the same terms as provided in Executive’s Original
Employment Agreement, through December 31,
2007.
|
| 4. |
The
Lighting Science Group Corporation 2005 Equity Based Compensation
Plan
Employee Incentive Stock Option Agreement, dated March 7, 2006 (the
“March
7, 2006 Options Grant”), including amendments, shall remain in full force
and effect in accordance with its terms.
|
| 5. |
Company
shall vest Executive in the March 7, 2006 Options Grant tranche,
that
vests on the first anniversary of Executive’s employment (March 7, 2007),
for the purchase of 333,333 shares of the Company’s common stock at a per
share exercise price of $0.30 per share, the fair market value on
the date
of original grant. Executive shall have a total of 1,333,333 fully
vested
options at an exercise price of $0.30 per
share.
|
| 6. |
Executive
shall have the right, in accordance with the March 7, 2006 Options
Agreement, to exercise the options for a period of 3 months following
the
end of this Revised Employment Agreement, March 31,
2008.
|
In
witness whereof, the parties have executed this Agreement as of the date
first
above written
Lighting
Science Group Corporation
By:
_________________________
Name:
▇▇▇
▇▇▇▇
Title:
Chairman and CEO
By:
_________________________
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇