Amendment No. 2 of the EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan

Contract Categories: Human Resources - Compensation Agreements
EX-10.2 4 exh10_2.htm EXHIBIT 10.2
 
Exhibit 10.2
 
 
Amendment No. 2
of the
EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan
(formerly the ZBB Energy Corporation 2012 Non-Employee Director Equity Compensation Plan)

This Amendment No. 2 (the "Amendment"), dated September 17, 2015, of the 2012 Non-Employee Director Equity Compensation Plan (the "Existing Plan"; as amended hereby, the "Plan"), of EnSync, Inc., a Wisconsin corporation (the "Company"), is made and adopted by the Company, subject to approval of the shareholders of the Company.
Statement of Purpose

The Existing Plan was originally approved by the Company's Board of Directors on September 6, 2012, and by its shareholders on November 7, 2012, and became effective on such date.  The Existing Plan was previously amended pursuant to that certain Amendment No. 1, effective upon shareholder approval on September 17, 2014.  The Board may amend the Existing Plan at any time, pursuant to and subject to Section 5.2 of the Existing Plan, contingent on approval by the shareholders of the Company, if shareholder approval is required by applicable securities exchange rules or applicable law.  The Board has determined that it is advisable and in the best interest of the Company to amend the Existing Plan to increase the number of shares of the Company's common stock, par value $0.01, authorized for issuance under the Existing Plan by 1,500,000 shares.
NOW, THEREFORE, the Existing Plan is hereby amended as follows, subject to approval by the shareholders of the Company:

1.            Capitalized Terms.  All capitalized terms used and not defined herein shall have the meanings given thereto in the Existing Plan.
2.            Amendment to Existing Plan.  Section 4.1 of the Existing Plan is hereby deleted in its entirety and replaced with the following:
"4.1.            Authorized Number of Shares

Subject to adjustment under Section 9, the aggregate number of shares of Common Stock that may be issued pursuant to the Plan is the sum of (i) 1,700,000 shares plus (ii) effective upon September 17, 2015 (subject to shareholder approval), 1,500,000 shares."
3.            Reference to and Effect on the Plan.  The Plan, as amended hereby, and all other documents, instruments, and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
4.            Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Wisconsin.

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Effective this 17th day of September, 2015.