Lock-Up Letter Agreement Between Odimo Incorporated and George Grous Regarding Stock Option Shares
Summary
This agreement is between Odimo Incorporated and employee George Grous. It restricts Mr. Grous from selling, transferring, or otherwise disposing of up to 320,000 shares acquired through stock options for specified periods, unless the company gives written consent. If Mr. Grous is terminated for cause or resigns, unexercised options are forfeited and the company may repurchase restricted shares. If he is terminated without cause, the restrictions end. The agreement also allows the company to prevent unauthorized transfers and requires Mr. Grous to cooperate with enforcement.
EX-10.5.8 22 g89390exv10w5w8.txt LOCK-UP LETTER AGREEMENT-GEORGE GROUS Exhibit 10.5.8 July 12, 2004 Odimo Incorporated 14001 NW 4th Street Sunrise, Florida 33325 Re: RESTRICTIONS ON TRANSFER OF SHARES UNDERLYING STOCK OPTIONS Ladies and Gentlemen: In March 2004, Odimo Incorporated granted to George Grous ("Employee") the option to acquire 480,000 shares of the Company's Common Stock (the "Option Shares") upon the terms and subject to the conditions of that certain Stock Option Agreement dated March 1, 2004, a copy of which is attached hereto and incorporated by reference into this letter agreement (the "Stock Option"). Employee irrevocably agrees, for the benefit of the Company, that, without the prior written consent of the Company, Employee will not (and will not announce or disclose any intention to), directly or indirectly, o offer, sell, assign, transfer, pledge, encumber, agree or contract to sell, grant an option to purchase or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of, or o enter into any swap, derivative or transaction or other arrangement that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of, the Option Shares (the "Restricted Option Shares") in the amounts and during the periods set forth below (the `Lock-Up Period"): OPTION SHARES LOCK-UP PERIOD ------------- -------------- 160,000 3/1/04 to 2/28/05 160,000 3/1/04 to 2/28/06 ------- 320,000 Notwithstanding anything contained herein to the contrary, if pursuant to that certain Employment Agreement dated July 12, 2004 between the Company and Employee, Employee's employment is terminated by the Company for "cause" or Employee resigns, any unexercised Stock Options shall terminate immediately, and any Restricted Option Shares held by Employee may be purchased by the Company at the exercise price per share paid by Employee. If, pursuant to the Employment Agreement, Employee's employment is terminated by the Company other than for "cause"(as defined in the Employment Agreement) then this letter agreement shall terminate and all restrictions contained in this letter agreement shall be of no further force or effect. Employee agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of any Restricted Option Shares if such transfer would constitute a violation or breach of this agreement. Upon request, Employee will execute any additional documents necessary in connection with enforcement of this letter agreement. Employee hereby represents and warrants that he has full power and authority to enter into this agreement. This letter agreement shall be binding on Employee and his successors, heirs, personal representatives and assigns. Very truly yours, /s/ George Grous ----------------------------------------- George Grous 2
