Amendment No. 1 to Restricted Stock Purchase Agreement between Barrier Therapeutics, Inc. and Dr. Geert Cauwenbergh

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Summary

Barrier Therapeutics, Inc. and Dr. Geert Cauwenbergh have amended their Restricted Stock Purchase Agreement. The amendment updates terms related to Dr. Cauwenbergh’s employment start date and the schedule for releasing shares from the company’s repurchase option. If Dr. Cauwenbergh does not begin employment within 60 days, the company can repurchase all shares. The amendment also revises the vesting schedule and clarifies what happens if employment ends without cause, or due to death or disability. All other terms of the original agreement remain unchanged.

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EX-10.8 10 e90506aexv10w8.txt AMEND.NO.1 TO STOCK PURCHASE AGREE., G.CAUWENBERGH EXHIBIT 10.8 AMENDMENT NO. 1 TO THE RESTRICTED STOCK PURCHASE AGREEMENT This Amendment No. 1 (this "Amendment") to the Restricted Stock Purchase Agreement, dated as of October 31, 2001 (the "Restricted Stock Purchase Agreement"), is entered into effective as of May 7, 2002, by and between Barrier Therapeutics, Inc. (formerly known as Barrier Health Technologies, Inc.), a Delaware corporation (the "Company"), and Dr. Geert Cauwenbergh (the "Purchaser"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Restricted Stock Purchase Agreement. RECITALS: WHEREAS, the Company agreed to sell and the Purchaser agreed to purchase shares of the Company's common stock, par value of $.0001 per share (the "Common Stock"), pursuant to that certain Restricted Stock Purchase Agreement; and WHEREAS, the Company is currently negotiating the sale of its Series B Convertible Preferred Stock (the "Series B Shares") to certain investors (the "Series B Financing"); and WHEREAS, in connection with the Series B Financing, the Company has proposed to issue and sell up to 16,000,000 shares of its Series B Shares to those certain investors (the "Series B Investors"), at a purchase price of $3.00 per share, pursuant to a certain Series B Convertible Purchase Agreement (the "Purchase Agreement"); and WHEREAS, in connection with the Series B Financing, the Series B Investors are requesting and the Company and the Purchaser have agreed to make certain amendments to the Restricted Stock Purchase Agreement and the Common Stock issued thereunder (the "Shares"); and WHEREAS, this Amendment shall be effective upon execution by the Company and the Purchaser. NOW THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows: 1. Section 3 of the Restricted Stock Purchase Agreement is hereby amended to include paragraph (c) as follows: "(c) Notwithstanding paragraph (a) above, if the Purchaser shall not have commenced his employment with the Company within sixty (60) days after the date of this Amendment, then the Company shall have the right to repurchase all of the Shares pursuant to the terms set forth in paragraph (a) above." 2. Section 4 of the Restricted Stock Purchase Agreement is hereby amended in its entirety to read as follows: "4. Release of Shares From Repurchase Option. The Shares shall be released from the Repurchase Option as follows:
PERCENTAGE OF SHARES FOR WHICH THE SHARES DATE ARE RELEASED FROM THE REPURCHASE OPTION - -------------------------------------------------------------------------------------------------------------------- Upon the date the Purchaser commences employment with the Company 25% - -------------------------------------------------------------------------------------------------------------------- Upon the one year anniversary of the date the Purchaser commences 18.75% employment with the Company - -------------------------------------------------------------------------------------------------------------------- Monthly for three (3) years beginning after the one year anniversary of 1.5625% the date the Purchaser commences employment with the Company
Notwithstanding anything to the contrary, in the event that Purchaser is terminated without Cause (as defined in Purchaser's employment agreement or in the Company's 2002 Equity Compensation Plan) or due to death or disability, the Repurchase Option shall be for only fifty percent (50%) of the unreleased Shares. The release of shares from the Repurchase Option is cumulative, but shall not exceed 100%. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Repurchase Option is released shall be rounded down to the nearest whole Share." 3. Except as specifically amended herein, all terms and conditions contained in the Restricted Stock Purchase Agreement shall remain in full force and effect. To the extent there is any conflict between the Restricted Stock Purchase Agreement and this Amendment, the terms of this Amendment shall prevail. 4. This Amendment shall be governed by and construed under the laws of the State of New Jersey as applied to agreements among New Jersey residents entered into and to be performed entirely within New Jersey. 5. This Amendment may be executed in any number of counterparts, each of which shall be an original, but both of which together shall constitute one instrument. - 2 - IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 1 to the Restricted Stock Purchase Agreement as of the date set forth in the first paragraph hereof. BARRIER THERAPEUTICS, INC. By: /s/ James Mervis ------------------------------------ Name: James Mervis Title: Vice President and Secretary PURCHASER: /s/ Geert Cauwenbergh ------------------------------------ Dr. Geert Cauwenbergh SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE RESTRICTED STOCK PURCHASE AGREEMENT