Amendment to Employment Agreement between Axion International Holdings, Inc. and James J. Kerstein (May 10, 2011)

Summary

This amendment updates the employment terms for James J. Kerstein with Axion International Holdings, Inc. It increases his base salary, with further raises tied to the company reaching specific revenue targets. Kerstein is granted 100,000 new stock options and has the vesting conditions for existing options revised based on company revenue milestones. He also agrees to a one-year lock-up on most of his company shares, with certain exceptions and staged release if the stock price reaches set levels. The agreement is effective upon signing by both parties.

EX-10.2 3 v222821_ex10-2.htm EX-10.2 Unassociated Document

Exhibit 10.2

AXION INTERNATIONAL HOLDINGS, INC.

180 South Street

New Providence, New Jersey ###-###-####

May 10, 2011

James J. Kerstein

30 Cory Lane

Watchung, New Jersey 07069

Re: Amendment of Employment Letter

James:

This letter shall serve to amend the terms and conditions of your Employment Agreement between Axion International Holdings, Inc. and James J. Kerstein. Your Base Salary shall be adjusted to $185,000, which will increase to $220,000 and $250,000 at such time the Company achieves annual revenue of $15,000,000 and $25,000,000, respectively.

You are hereby awarded 100,000 options at an exercise price of $1.20 per share, which options shall have a term of seven (7) years from May 10, 2011. In addition, 285,779 options held by you are hereby revised to vest when the Company achieves annual revenues of $20,000,000 (from the previous vesting condition of $15,000,000) and 285,779 options held by you are hereby revised to vest upon the Company achieving annual revenues of $15,000,000 (from the previous vesting condition of $25,000,000).

In addition, you hereby agree to enter into a lock-up agreement with respect to 2,000,450 shares of common stock which you currently own for a period of one (1) year commencing on May 10, 2011. 150,000 shares of the Company’s common stock owned by you may be transferred free of lock-up restrictions. The remaining shares may be transferred as follows: no shares may be transferred until the Company’s common stock has closed at a price of at least $3.99. Twenty percent (20%) of the shares may be transferred upon the Company’s common stock obtaining the price of $4.00. An additional Thirty percent (30%) of the shares may be transferred if the Company’s common stock reaches $10.00. There is no restriction if the Company’s common stock trades at a price above $19.99 per share. The lock-up shall terminate on May 10, 2012.

If this correctly sets forth the agreement among the parties, please sign in the space indicated below, at which it will become a binding agreement between you and the Company.

	Sincerely,

	Axion International Holdings, Inc.


	By:	/s/ Perry Jacobson
		Perry Jacobson, Chairman of the Board

I hereby accept the terms and conditions of
this amended condition of employment this
10th day of May 2011


/s/ James J. Kerstein
James J. Kerstein