exv10w27



 





Exhibit 10.27




BROOKE CAPITAL CORPORATION




2007 BROOKE CAPITAL CORPORATION EQUITY INCENTIVE PLAN

AMENDMENT TO RESTRICTED SHARES AGREEMENT




     THIS AMENDMENT (the “Amendment”), made this 25th day of February, 2008, is between Brooke
Capital Corporation, a Kansas corporation (the “Company”), and William R. Morton, Jr. (the
“Recipient”).



     WHEREAS, the Company maintains the 2007 Brooke Capital Corporation Equity Incentive Plan (the
“Plan”) in order to attract and retain the services of employees, directors, advisors and
management with incentives to achieve long-term corporate objectives;



     WHEREAS, Recipient has been awarded 10,000 restricted shares under the Plan;



     WHEREAS, the Company’s Compensation Committee has determined that the forfeiture provisions
applicable to the restricted shares should be amended;



     NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and
intending to be legally bound thereby, the Company and Recipient agree to amend that certain
Restricted Shares Agreement between the Company and Recipient entered into August 15, 2007 (the
“Agreement”), as follows:



     1. Section I(E) of the Agreement is hereby amended to read as follows:




     (E) Forfeiture and Return of Shares. On the date Recipient ceases
for whatever reason to be either (i) an employee of the Company or a
subsidiary corporation of either the Company or of the Company’s parent
corporation, as such terms are defined in Sections 424(f) and 424(e) of the
Internal Revenue Code, respectively (an “Employee”), and is not immediately
thereafter and continuously employed as a regular active Employee of the
Company or another such subsidiary corporation or (ii) a director of the
company or any of such subsidiary corporations (“Last Day of Affiliation”),
all shares held on such Last Day of Affiliation by the Company, or its
transfer agent or other designee, shall be forfeited by Recipient and
Recipient hereby authorized the Company and its stock transfer agent to
cause the delivery, transfer and conveyance of such shares to the Company.
Thereafter, this Agreement shall terminate and the Company and Recipient
shall, except as provided in Section II(K), have no further rights or
obligations hereunder.



     2, Incorporation of Other Provisions. The Company and Recipient agree that all of the terms,
restrictions, conditions, covenants and agreements contained in the Agreement shall apply to the
restricted shares granted pursuant to this Amendment to the Recipient and such terms, restrictions,
conditions, covenants and agreements are incorporated in this Amendment as though fully set forth
herein.



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



 









 





	 	 	 	 	 
	RECIPIENT:	 	BROOKE CAPITAL CORPORATION
	 
	 	 	 	 
	WILLIAM R. MORTON, JR.

	 	By:
	 	KYLE GARST
	 

	 	 	 	 
	(Signature of Recipient)	 	Kyle Garst, President
	 
	 	 	 	 
	William R. Morton, Jr.
	 	 	 	 
	 
	 	 	 	 
	(Printed or Typed Name of Recipient)
	 	 	 	 
	 
	 	 	 	 
	###-##-####
 

(Social Security Number)


	 	 	 	 






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