Exhibit 10.70


 


AMENDMENT
OF STOCK OPTION AGREEMENT


 


This Amendment of Stock
Option Agreement (this “Agreement”) is made and entered into as of                             ,
2010 (the “Effective Date”) between The Inventure Group, Inc., a Delaware
corporation (the “Company”), and                     
(“Optionee”) of certain Stock Option Agreement(s) identified below
(collectively, the “Award Agreement(s)”) under the Company’s 2005 Equity
Incentive Plan (as amended, the “Plan”):


 


	
  Name of Optionee

  	
   

  	
  Grant
  Date

  	
   

  	
  Vesting
  Start Date

  	
   

  	
  ISO/NQSO

  	
   

  	
  No. Shares

  	
   

  	
  Exercise
  Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [to be completed]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


WHEREAS, the Plan provides that the Board has
discretion to accelerate vesting by providing for acceleration in the Award
Agreement at the time of grant, or thereafter, upon the effectiveness of a
change of control of the Company as defined in such Award Agreement;


 


WHEREAS, the Award Agreement(s) are either
silent about acceleration, or simply restate the Plan provision that the Board
has discretion to accelerate vesting;


 


WHEREAS, the Board has determined that it is in
the best interests of the Company to amend the Award Agreement(s) to
provide for (a) automatic single trigger acceleration of vesting in the
event of a Change of Control and (b) payment of the same consideration per
share received by holders of the Company’s Common Stock in connection with such
Change of Control upon exercise of options evidenced by the Award Agreements
following acceleration;


 


WHEREAS, Optionee desires to accept such
amendment;


 


NOW,
THEREFORE, for
good and valuable consideration, including the foregoing and, if applicable,
the continued employment of Optionee by the Company, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Capitalized Terms.  Capitalized Terms used but not defined herein
shall have the meanings set forth in the Award Agreement(s) and the Plan.


 


2.             Amendment to Award
Agreement(s).  The
following provision is hereby added to the Award Agreement(s) (the “Amendment”):


 


“Accelerated Vesting
on Change of Control.  One hundred
percent (100%) of that portion of this option that remains unvested will become
vested in the event that a Change of Control occurs if the Optionee is employed
by the Company at the time of the Change of Control, except to the extent that
such acceleration would cause a “280G Event”, as defined below.  To the extent vested but unexercised options
evidenced by this Agreement are exercised by Optionee following acceleration,
for each share of capital stock issuable to Optionee in connection with such
exercise, Optionee shall receive the same consideration per share (in kind and
value) received or retained, as applicable, by holders of the Company’s Common
Stock in connection with the Change of Control.


 


(a)           “Change of Control” means the
consummation of any of the following:


 


(i)            Any transaction or series of
transactions, whereby any person (as that term is used in Section 13(d) and
14(d) of the Exchange Act), is or becomes the beneficial owner (as that
term is defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of


 


 

















 


the Company representing
more than eighty percent (80%) of the combined voting power of the Company’s
then outstanding securities entitled to vote generally in the election of
directors; provided, that for purposes of this paragraph, the term “person”
shall exclude (A)  a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a Subsidiary, (B) a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership in the Company, and (C) any
such person in connection with a Non-Control Transaction defined below;


 


(ii)           Other than a Non-Control Transaction,
any merger, consolidation, or any other corporate reorganization of the Company
pursuant to which shares of Stock would be converted into cash, securities, or
other property (other than a merger, consolidation or other reorganization with
a wholly owned Subsidiary), if more than eighty percent (80%) of the
combined voting power of the continuing or surviving entity’s securities
entitled to vote in the election of directors outstanding immediately after
such merger, consolidation, or other reorganization is owned by persons who
were not stockholders of the Company immediately prior to such merger,
consolidation, or other reorganization;


 


(iii)          The sale, exchange, transfer, or other
disposition of all or substantially all of the assets of the Company (other
than a sale, exchange, transfer or other disposition to one or more
Subsidiaries, or under conditions that would constitute a Non-Control
Transaction), provided that such assets represent at least eighty percent (80%)
of the Company’s consolidated revenue for the preceding twelve months and at
least eighty percent (80%) of the Company’s consolidated net income for the
preceding twelve months; or


 


(iv)                              The liquidation or dissolution of the
Company.


 


A “Non-Control
Transaction” means any transaction the sole purpose of which is to change the
jurisdiction of incorporation of the Company or to create a holding company
that will be owned in substantially the same proportions by the persons who
held the Company’s securities immediately before such transaction.


 


(b)           “280G Event” means any payment on
account of acceleration under this Agreement to the extent that such payment or
portion thereof made in accordance with this Agreement, when considered in
combination with any other “payments in the nature of compensation contingent
on a change in the ownership or control” of the Company (as defined in Section 280G
of the Internal Revenue Code and the regulations adopted thereunder) payable to
or for the benefit of the Optionee under this Agreement, or under any other
bonus plan, agreement or arrangement, shall exceed the maximum amount which the
Company may pay without loss of deduction under Section 280G of the
Internal Revenue Code or which the Optioneee may receive without becoming
subject to the tax imposed by Section 4999 of the Internal Revenue
Code.  Nothing in this provision,
however, is intended to imply that the benefits contemplated by this Agreement
in fact constitute “payments in the nature of compensation contingent on a
change in the ownership or effective control” of the Company, the nature of and
the amount of which, either solely or in combination with any other benefits,
would exceed amounts that the Company may pay without loss of deduction under Section 280G
of the Internal Revenue Code or which the Optionee may receive without becoming
subject to the tax imposed by Section 4999 of the Internal Revenue Code.


 


3.             References to Award
Agreement(s).  From and
after the execution of this Agreement, all references in the Award Agreement(s) to
“this Agreement,” “hereof,” “herein” and similar terms shall mean and refer to
the Award Agreement(s) as amended by the Amendment, and all references in
other documents to the Award Agreement(s) shall mean the Award Agreement(s) as
amended by the Amendment.  The Award
Agreement(s) as amended by the Amendment shall not be modified,
supplemented or terminated in any manner whatsoever except in accordance with
the Plan and the Award Agreement(s).


 


4.             Ratification and
Confirmation.  The Award
Agreement(s) are hereby ratified and confirmed and, except as modified
herein, remain in full force and effect in accordance with their terms.


 


 

















 


IN
WITNESS WHEREOF,
the parties hereto have duly executed this Amendment on the day and year first
above written.


 


	
  THE COMPANY:

  	
   

  	
  OPTIONEE:  

  
	
   

  	
   

  	
   

  
	
  THE INVENTURE GROUP,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Title:

  	
   

  	
   

  	
   

  	
  Print Name: