T5 Corp. Stock Cancellation and Restricted Share Exchange Agreement (2012 Stock Incentive Plan)

Summary

This agreement is between T5 Corp. and an employee or consultant who previously received shares under the 2012 Stock Incentive Plan. The individual agrees to cancel their current shares in exchange for 120% of that amount in restricted shares. These new restricted shares will only become fully owned by the individual if they remain employed or engaged as a consultant with T5 Corp. through July 1, 2013. Until then, the shares are held by the company and cannot be sold or transferred.

EX-10.1 2 t58kex101_7102012.htm EXHIBIT 10.1 t58kex101_7102012.htm

Exhibit 10.1

Form of Cancellation Agreement

The undersigned is an employee of or consultant to T5 Corp. and has received the number of shares of Common Stock set forth below pursuant to the 2012 Stock Incentive Plan (the “Shares”). I agree to cancel the Shares and to accept in exchange a number of shares of restricted Common Stock equal to 120% of the number of Shares (the “Restricted Shares”). I agree that the Restricted Shares shall be subject to the following vesting provision. The Restricted Shares will vest on July 1, 2013 so long as I am an employee or consultant of T5 Corp. on such date. The certificates representing the Restricted Shares will be held by T5 Corp. until satisfaction of the vesting period. I agree that the Restricted Shares may not be sold, transferred, conveyed, hypothecated, pledged, or otherwise disposed of in any manner during the vesting period.

______________________________________

Name

Number of Shares: __________

Number of Restricted Shares: ________________