exv10w2



 






EXHIBIT 10.2




RESTRICTED STOCK AGREEMENT




      This Agreement, made as of the 15th day of August, 2005, (the “Award Date”) between enherent
Corp. (the “Company”) and Karl Brenza (the “Participant”);



WITNESSETH THAT:




      WHEREAS, the Company maintains the enherent Corp. 2005 Stock Incentive Plan (the “Plan”); and



      WHEREAS, pursuant to the terms the employment agreement between the Participant and Company
dated August 15, 2005 (the “Employment Agreement”), the Participant has been granted an Award of
Restricted Stock under the Plan;



      NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant as follows:



      1. Award. Subject to the terms of this Agreement, the Plan and the Participant’s
Employment Agreement, the Participant is hereby granted an Award of 504,857 shares of Common Stock,
subject to the restrictions set forth herein (the “Restricted Stock”). Except as otherwise defined
herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan
and the Employment Agreement.



      2. Restricted Period. Unless forfeited earlier under Section 4, the “Restricted
Period” with respect to the shares awarded hereunder shall begin on the Award Date and end on the
vesting dates specified in the schedule below with respect to the percentage of shares awarded
vesting on such date:



	 	 	 
	Vesting Date	 	% of Shares Awarded Vesting
	February 15, 2006
	 	50%
	August 15, 2006
	 	50%





Notwithstanding the foregoing, (i) in the event of the Participant’s death, Permanent Disability or
Partial Disability all shares of Restricted Stock subject to this Award that have not already
vested or previously been forfeited under Section 4 shall become fully vested on the date of such
event, and (ii) in the event the Participant’s employment with the Company is terminated by the
Company for reasons other than Cause (as defined in the Employment Agreement) prior to vesting
dates set forth above, the vesting schedule set forth above shall be accelerated by six months.





	 	3.	 	Restrictions on Shares. During the Restricted Period:
	 
	 	(a)	 	Restricted Shares may not be sold, assigned, transferred, pledged or otherwise
encumbered. Except for such restrictions, the Participant will be treated as owner of
such shares and shall have all the rights of a shareholder including, but not limited
to, the right to vote such shares and the right to receive all dividends paid on such
            shares; and
	 
	 	(b)	 	The certificate representing the Restricted Shares shall be registered in the
name of the Participant and shall be deposited with the Company and bear the following
(or a similar) legend:




 









 












“The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer set forth in the enherent Corp.
2005 Stock Incentive Plan and a Restricted Stock Agreement dated August 15,
2005. A copy of the Plan and such Restricted Stock Agreement may be
obtained from the Secretary of enherent Corp.”



      4. Forfeiture and Retention of Restricted Stock. In the event the Participant’s
employment terminates for any reason other than death, Permanent Disability or Partial Disability,
all Restricted Shares that have not vested and continue to be subject to a Restricted Period shall
be permanently forfeited on such termination date; provided, that, if such termination occurs due
to termination by the Company for reasons other than Cause, then the accelerated vesting schedule
set forth in Section 2 shall apply to determine the amount of Restricted Shares, if any, that shall
be forfeited by reason of such termination. Participant shall retain any vested Restricted Stock,
including stock that has vested as a result of acceleration, upon termination of employment for any
reason. The Participant’s Restricted Shares shall not be forfeited, cancelled or surrendered for
any reason other than as provided in this Section 4.



      5. 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 Restricted Stock granted
under this Award Agreement that have not already vested or previously been forfeited under Section
4 at the time of such Change in Control shall become immediately vested in full and, at the option
of the Committee, this Award may be cancelled in exchange for a cash payment or a replacement award
of equivalent value.



For purposes of this Section 5, a Change in Control shall be as defined in the Employment
Agreement.




      6. Equitable Adjustment. In the event that an extraordinary transaction or other event
or circumstance affecting the Common Stock shall occur, including, but not limited to, any dividend
or other distribution (whether in the form of cash, stock or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, sale of assets or other similar transaction or event, and the Committee
determines that a change or adjustment in the terms of this Award is appropriate, then the
Committee may, in its sole discretion, make such equitable changes or adjustments or take any other
actions that it deems necessary or appropriate (which shall be effective at such time as the
Committee in its sole discretion determines), as set forth in Section 5(b) of the Plan so long as
such actions are equitable and consistent with changes, adjustments and actions taken by the
Committee toward all other holders of the Company’s Common Stock.



      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, the Plan and the Employment Agreement 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:
	 

	 	Karl Brenza
	 

	 	26 Cherry Street
	 

	 	Katonah, New York 10536
	 
	 	 
	 

	 	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 and the Employment Agreement 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 this Agreement and the Employment
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 effective as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	enherent Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pamela Fredette	 	 
	 

	 	 	 	 	 	 
	 	 	Its: President and CEO	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Karl Brenza	 	 
	 	 	 	 	 
	 	 	Karl Brenza