AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

 

 

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into as of March 15, 2006, by and between Barnabus Energy, Inc. (incorporated as Barnabus Enterprises Ltd.), a Nevada corporation (hereinafter called the “Corporation”), and Cheryl J. Bostater (hereinafter called the “Executive”).

 

 

WHEREAS the Corporation and the Executive have entered into that certain Employment Agreement dated as of November 1, 2005 (the “Agreement”) and now wish to amend such Agreement;

 

NOW THEREFORE in consideration of the mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to amend (this “Amendment”) the Agreement as follows:

 

1. Equity Compensation. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced with the provision set forth below:

 

(c) Stock Grant. On March 15, 2006, the Corporation shall issue to Executive one million four hundred seven thousand eight hundred five (1,407,805) shares (the “Stock Grant”) of the Corporation’s common stock. The Stock Grant shall vest in accordance with the provisions set forth on Exhibit A. The Stock Grant shall be duly authorized, legally issued, fully paid and non-assessable.

 

2. Option Revocation. All options previously issued to the Executive pursuant to Section 3(c) of the Agreement shall be cancelled and revoked and shall be of no further force and effect.

 

3. Other. Except for the changes made by this Amendment, the original Agreement shall remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

IN WITNESS WHEREOF, the Corporation and the Executive have executed this Amendment on the day and year first above written.

 

	BARNABUS ENERGY, INC.
	By:
		David Saltman, Chief Executive Officer
	By:
		Cheryl J. Bostater

 

 

EXHIBIT A

STOCK GRANT VESTING PROVISIONS

Provided that the Agreement has not earlier been terminated, the Stock Grant shall vest as set forth in the following table:

Date of Vesting		Stock Vesting on Date		Aggregate Stock Vested Through Date		Stock Remaining Unvested
						1,407,805
March 15, 2006		117,317		117,317		1,290,488
March 31, 2006		117,317		234,634		1,173,171
June 30, 2006		117,317		351,951		1,055,854
September 30, 2006		117,317		469,268		938,537
December 31, 2006		117,317		586,585		821,220
March 31, 2007		117,317		703,902		703,903
June 30, 2007		117,317		821,219		586,586
September 30, 2007		117,317		938,536		469,269
December 31, 2007		117,317		1,055,853		351,952
March 31, 2008		117,317		1,173,170		234,635
June 30, 2008		117,317		1,290,487		117,318
September 30, 2008		117,318		1,407,805		0

In addition to the foregoing vesting milestones, all unvested shares of stock vest immediately upon (i) a termination of this Agreement due to the death or disability of the Executive in accordance with Section 7(a) of the Agreement, or (ii) a termination of this Agreement by the Corporation other than for Cause pursuant to Section 7(b), or (iii) a termination by the Executive for Good Reason pursuant to Section 7(c) or (iv) upon a Change of Control as that term is defined in Section 7(c).

All share amounts in this Exhibit A shall be adjusted for stock splits, consolidations, reorganizations and similar transactions. All section references herein are to sections of the Agreement.