exv10w2



 






EXHIBIT
10.2




STOCK OPTION AWARD AGREEMENT




AGREEMENT
made on January 9, 2006 (the Date of Grant), by and between enherent Corp., a Delaware
corporation (the “Company”), and Thomas Minerva (the “Participant”).



WHEREAS, the Company has adopted the enherent Corp. 2005 Stock Incentive Plan (the Plan); and



WHEREAS, the Company desires to grant to the Participant options under the Plan to acquire an
aggregate of 300,000 shares of common stock of the Company, par value $.0001 per share (“Common
Stock”), on the terms set forth herein.



NOW, THEREFORE, the parties hereby agree as follows:



1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Plan.



2. Grant of Options. The Participant is hereby granted an option (the “Option”) to purchase
an aggregate of 300,000 shares of Common Stock, pursuant to the terms of this Agreement and the
provisions of the Plan. This Option is intended to constitute a Nonqualified Stock Option.



3. Option Price. The initial exercise price per share of Common Stock subject to this
Option shall be $0.125, subject to equitable adjustment in accordance with the Plan.



4. Conditions to Exercisability. This Option shall vest and become exercisable with respect
to fifty thousand (50,000) shares of Common Stock subject thereto on the Date of Grant; one hundred
twenty five thousand (125,000) shares of Common Stock subject thereto on December 31, 2006, and
with respect to the remaining one hundred twenty five thousand (125,000) shares of Common Stock
subject thereto on December 31, 2007, provided that the Option shall only vest on each such date if
on each such date the Participant shall continue to serve as Vice Chairman of the Company.



5. Period of Option. This Option shall remain outstanding for a term of 10 years from the
Date of Grant. Upon the later to occur of the termination of the Participant’s services as a
consultant of the Company under the terms of the Agreement between the Company and Participant of
even date herewith or the termination of the Participant’s services as a Director of the Company,
any portion of this Option that is vested on the date of such termination shall expire upon the
earliest to occur of (i) three (3) years from the date of such termination as a Consultant or
Director, as the case may be, (ii) the tenth anniversary of the Date of Grant, or (iii) the first
anniversary of the Participant’s death. Any portion of this Option that is not vested on the
Participant’s termination as a Consultant for the Company under the terms of the Agreement between
the Company and Participant of even date herewith or Director, as the case may be, for any reason
shall be permanently forfeited on the date Participant’s services terminate.



5A. Change in Control. Notwithstanding any other provision of the Plan or this Agreement
to the contrary, if, while this Award remains outstanding under the Plan, a Change in Control (as



 









 




defined below) of the Company shall occur, then all shares of Common Stock granted under this Award
Agreement that are outstanding at the time of such Change in Control shall become immediately
exercisable in full, without regard to the years that have elapsed from the Date of Grant, and, at
the option of the Committee, this Option may be cancelled in exchange for a cash payment or a
replacement award of equivalent value.



For purposes of this Section 5A, a Change in Control of the Company shall occur upon the happening
of the earliest to occur of the following:



(i) any person, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than
(1) the Company, (2) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or (3) any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of the common stock of the
Company), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company (not including in the securities beneficially
owned by such person any securities acquired directly from the Company or its affiliates)
representing 51% or more of the combined voting power of the Company’s then outstanding voting
securities;



(ii) during any period of not more than two consecutive years, individuals who at the beginning of
such period constitute the Board (such board of directors being referred to herein as the Existing
Board), and any new director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this
Section 5A) whose election by the Existing Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose election or nomination for
election was previously so approved (other than approval given in connection with an actual or
threatened proxy or election contest), cease for any reason to constitute at least 70% of such the
Existing Board;



(iii) the stockholders of the Company approve a merger or consolidation of the Company with any
other corporation, other than (A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding without conversion or by being converted into voting securities of the
surviving or parent entity) 51% or more of the combined voting power of the voting securities of
the Company or such surviving or parent entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person (as hereinabove defined) acquires 51% or more
of the combined voting power of the Company’s then outstanding securities; or



(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all of the Company’s
assets (or any transaction having a similar effect).



6. Exercise of Option. This Option may be exercised in whole or part, to the extent then
exercisable, in the following manner: the Participant shall deliver to the Company written notice
specifying the number of shares of Common Stock that the Participant elects to purchase. The



 









 




Participant must include with such notice full payment of the exercise price for the Common Stock
being purchased pursuant to such notice. The exercise price shall be paid in full at the time of
exercise. The exercise price may be paid in cash or by check; by tendering shares of Common Stock
previously acquired by the Participant; or in a combination of any of the foregoing, in an amount
having a combined value equal to such exercise price. The value of any Common Stock tendered
pursuant to the preceding sentence shall be the Fair Market Value of such Common Stock as of the
last trading day prior to the date of exercise. The Committee, in its discretion, may require that
any previously-owned shares of Common Stock tendered by the Participant in payment of the exercise
price have been held by the Participant for at least six months prior to such tender.



Upon the delivery of shares of Common Stock acquired pursuant to the exercise of Options, the
Company shall have the right to require the payment of the amount of any taxes that are required by
law to be withheld with respect to such delivery.



The Participant shall not be deemed to be a holder of any shares of Common Stock pursuant to
exercise of this Option until the date of the issuance of a stock certificate to him or her for
such shares and until such shares are paid for in full, including any applicable withholding taxes.



If permitted by the Committee at the time of exercise, this Option may also be exercised pursuant
to a cashless exercise program.



7. Representations. The Company represents and warrants that this Agreement has been
authorized by all necessary corporate action of the Company and is a valid and binding agreement of
the Company enforceable against them in accordance with its terms.



The Participant represents and warrants that the Participant is not a party to any agreement or
instrument that would prevent the Participant from entering into or performing his or her duties in
any way under this Agreement.



8. Entire Agreement. This Agreement and the Plan contain all the understandings between the
parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and
agreements, whether oral or in writing, previously entered into by them with respect thereto. The
Participant represents that, in executing this Agreement, the Participant does not rely and has not
relied upon any representation or statement not set forth therein made by the Company with regard
to the subject matter, bases or effect of this Agreement or otherwise.



9. Amendment or Modification, Waiver. Except as set forth in the Plan, no provision of this
Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed
by the Participant and by a duly authorized officer of the Company. No waiver by any party hereto
of any breach by another party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or dissimilar condition or
provision at the same time, any prior time or any subsequent time.



10. Notices. Any notice to be given hereunder shall be in writing and shall be deemed given
when delivered personally, sent by courier or telecopy or registered or certified mail, postage
prepaid, return receipt requested, addressed to the party concerned at the address indicated below
or to such other address as such party may subsequently give notice of hereunder in writing:



 









 




To Participant at:




Thomas Minerva

249 Neversink Court

Holmdel, New Jersey 07733




To the Company at:




enherent Corp.

192 Lexington Avenue

New York, New York 10016

Attn: Corporate Secretary




Any notice delivered personally or by courier under this Section 10 shall be deemed given on the
date delivered and any notice sent by telecopy or registered or certified mail, postage prepaid,
return receipt requested, shall be deemed given on the date telecopied or mailed.



11. Severability. If any provision of this Agreement or the application of any such
provision to any party or circumstances shall be determined by any court of competent jurisdiction
to be invalid and unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it is so determined to
be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by law.



12. Survival. The respective rights and obligations of the parties hereunder shall survive
any termination of this Agreement to the extent necessary to the intended preservation of such
rights and obligations.



13. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its conflicts of laws principles.



14. Headings. All descriptive headings of sections and paragraphs in this Agreement are
intended solely for convenience, and no provision of this Agreement is to be construed by reference
to the heading of any section or paragraph.



15. Construction. This Agreement is made under and subject to the provisions of the Plan,
and all of the provisions of the Plan are hereby incorporated herein as provisions of this
Agreement. If there is a conflict between the provisions of this Agreement and the provisions of
the Plan, the provisions of the Agreement shall govern. By signing this Agreement, the Participant
confirms that he has received a copy of the Plan and has had an opportunity to review the contents
thereof.



16. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.



 









 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



 



	 	 	 	 	 
	 	enherent CORP.

 	 
	 	By:  	/s/ Pamela Fredette
 	 
	 	 	Name:  	Pamela Fredette 	 
	 	 	Title:  	President & CEO 	 
	 
	 	 	 
	 	By:  	                                           /s/ Thomas Minerva
 	 
	 	 	Name:  	Thomas Minerva