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rocky301

12/03/10 1:54 PM

#25466 RE: nahin #25464

nahin,

the paragraph below is directly from Caldwell's employment agreement. The 7% you speak of is bolded below. All the shares he received were restricted for one year + one day. When restriction is up they are free trading. If there was a requirement for him to retain 7% it would certainly be in this contract, which it isn't.

5.1 (a) Following the execution and delivery of this Agreement by Company and Executive, Company will recommend to the Board that Company grant to Executive restricted Common Stock of Company in an amount equal to the greater of (a) Seventy Million shares, or (b) seven percent (7%) of the fully diluted shares of issued and outstanding stock of Company, including all warrants, conversions of Preferred Stock, Debentures and all issued Subordinated stock, all of which grants will be made by the Board by no later than the January 2010 meeting of the Board. All such restricted stock granted to Executive will be restricted to provide that Executive cannot sell such stock for a period of one (1) year plus one (1) day following the grant date of such restricted stock; provided, however, that in the event of any "Change of Control", as that term is hereinafter defined, prior to the expiration of such restriction period, and if Executive is not retained as the Chief Executive Officer and Chairman of the Board of the acquiring or surviving entity, then all such restrictions on all of said restricted shares of stock shall be deemed to be removed and all such restricted stock will thereupon be unrestricted and may be sold by Executive in Executive's sole and absolute discretion. Executive may also receive additional future grants of restricted stock during the Term of this Agreement as may be determined by the Board in its sole discretion.
http://www.sec.gov/Archives/edgar/data/1140098/000114420410013897/v177442_ex10-135.htm
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rumit

12/03/10 1:54 PM

#25468 RE: nahin #25464

The only reference to 7% I know of is when he was given the shares, it was to be X number of shares (I believe 70MM) or 7% of the outstanding shares, whichever was greater.