Unassociated Document


    

      Exhibit
        10.5

      AMENDMENT
        NO. 1 TO RESTRICTED STOCK AGREEMENT

      


      Amendment
        No. 1 to Restricted Stock Agreement (the “Amendment”), entered into as of the
        21st
        day of
        July, 2005, (and effective as of July 1, 2005), by and between FIND/SVP,
        Inc., a
        New York corporation with an address at 625 Avenue of the Americas, New York,
        New York 10011 (the “Company”) and MARC LITVINOFF, residing at 10 River Knoll,
        Westport, CT 06880 (the “Employee”).

      


      WHEREAS,
        the Company and the Employee entered into an employment agreement, dated
        as of
        April 28, 2004, which agreement provided that the Employee be awarded certain
        shares of common stock of the Company, par value $.0001 per share (the
“Restricted Stock”) pursuant to a restricted stock agreement; and

      


      WHEREAS,
        the Company and the Employee entered into a certain restricted stock agreement
        as of May 17, 2004 (the “RSA”) with respect to the Restricted Stock;
        and

      


      WHEREAS,
        the employment agreement referred to in the first recital of this Amendment
        was
        amended effective as of June 30, 2005 (as amended, the “Employment Agreement”);
        and

      


      WHEREAS,
        the Company and the Employee desire to amend and modify the RSA, effective
        as of
        July 1, 2005, to provide for accelerated vesting of the Restricted Stock
        in the
        event of a change of control of the Company.

      


      NOW,
        THEREFORE, in consideration of the promises set forth herein and other good
        and
        valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, and intending to be legally bound, the parties hereby agree
        as
        follows:

      


      1. The
        RSA
        shall be amended to incorporate the terms set forth herein. Except as expressly
        amended below, the RSA and all provisions, terms and conditions set forth
        therein shall remain in full force and effect. Capitalized terms not otherwise
        defined herein shall have the meanings ascribed to such terms in the
        RSA.

      


      2. Section
        2(b) of the RSA is hereby amended and restated in its entirety to read as
        follows:

      


      “(b) Notwithstanding
        the vesting schedule set forth in Section 2(a) above, such vesting schedule
        shall accelerate as follows:

      


      (i)  on
        the
        date that the Average Closing Price equals or exceeds four dollars ($4.00)
        per
        share, 50,000 of the Restricted Shares shall vest immediately and become
        non-forfeitable;

      
        
        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      


      (ii)  on
        the
        date that the Average Closing Price equals or exceeds five dollars ($5.00)
        per
        share, 50,000 of the Restricted Shares shall vest immediately and become
        non-forfeitable;

      


      (iii)  on
        the
        date there is a change of Control of the Company (as defined in Section 3.6
        of
        the Employment Agreement), 100,000 of the Restricted Shares shall vest and
        become non-forfeitable; and

      


      (iv)  in
        the
        event that the Corporation’s EBITDA in respect of any fiscal year exceeds Seven
        Million Five Hundred Thousand ($7,500,000) Dollars, 100,000 of the Restricted
        Shares shall vest and become non-forfeitable.

      


      Furthermore,
        the vesting schedule set forth in Section 2(a) above may also be accelerated
        by
        the Board or Committee, in their sole discretion, and in the event that the
        Board or Committee so determines to accelerate the vesting schedule upon
        the
        happening or non-occurrence of certain events then such acceleration events
        cannot be withdrawn or revoked by the Board or Committee without the written
        consent of the Restricted Stockholder.

      


      For
        the
        avoidance of doubt, a maximum of 100,000 Restricted Shares may vest under
        this
        Agreement. Furthermore, any accelerated vesting of Restricted Shares pursuant
        to
        (b)(i)-(ii) above or otherwise shall be applied first to the Restricted Shares
        scheduled to vest on the third (3rd)
        anniversary of the Date of Grant.”

      


      3. This
        Amendment may be executed in two or more counterparts, each of which shall
        be
        deemed an original and all of which shall constitute one and the same
        instrument.

      


      4. This
        Amendment shall be governed and construed on the same basis as the RSA, as
        set
        forth therein.

      


      
        
        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      


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

      


      
        
          	 	 	 
	 	FIND/SVP,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ David
                  Walke
	 	
                  

                  Name: David Walke
	 	Title:
                  Chief Executive Officer
	 	 
	 	/s/ Marc Litvinoff 
	 	
                  

                  Marc Litvinoff