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Rubicon Technology, Inc. – IPO: ‘S-1’ on 9/5/07 – EX-10.5(A)

On:  Wednesday, 9/5/07, at 11:14am ET   ·   Accession #:  1193125-7-195384   ·   File #:  333-145880

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/05/07  Rubicon Technology, Inc.          S-1                   43:4.8M                                   RR Donnelley/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.58M 
10: EX-4.10     Warrant to Purchase Shares of Series B Preferred    HTML     63K 
                          Stock                                                  
11: EX-4.11     Warrant to Purchase Shares of Series B Preferred    HTML     72K 
                          Stock                                                  
12: EX-4.12     Warrant to Purchase Shares of Series B Preferred    HTML     72K 
                          Stock                                                  
13: EX-4.13     Warrant to Purchase Shares of Series C Preferred    HTML     73K 
                          Stock                                                  
14: EX-4.14     Form of Investor Warrant to Purchase Shares of      HTML     68K 
                          Series E Preferred Stock                               
15: EX-4.15     Warrant to Purchase Shares of Series E Preferred    HTML     73K 
                          Stock                                                  
16: EX-4.16     Warrant to Purchase Shares of Series E Preferred    HTML     73K 
                          Stock                                                  
17: EX-4.17     Warrant to Purchase Shares of Series E Preferred    HTML     99K 
                          Stock                                                  
 2: EX-4.2      Fourth Amended and Restated Registration Rights     HTML    119K 
                          Agreement                                              
 3: EX-4.3      Third Amended and Restated Stockholders Agreement   HTML    138K 
 4: EX-4.4      Series E Stockholders Agreement                     HTML     58K 
 5: EX-4.5      Form of Warrant to Purchase Shares of Series A      HTML     54K 
                          Preferred Stock                                        
 6: EX-4.6      Form of Investor Warrant to Purchase Shares of      HTML     67K 
                          Series B Preferred Stock                               
 7: EX-4.7      Warrant to Purchase Shares of Series B Preferred    HTML     84K 
                          Stock                                                  
 8: EX-4.8      Warrant to Purchase Shares of Series B Preferred    HTML     83K 
                          Stock                                                  
 9: EX-4.9      Warrant to Purchase Shares of Series B Preferred    HTML     83K 
                          Stock                                                  
18: EX-10.1     Rubicon Technology, Inc 2001 Equity Plan            HTML     75K 
19: EX-10.1(A)  Amendment No. 1 to the Rubicon Technology, Inc.     HTML     17K 
                          2001 Equity Plan                                       
20: EX-10.1(B)  Amendment No. 2 to the Rubicon Technology, Inc.     HTML     17K 
                          2001 Equity Plan                                       
21: EX-10.1(C)  Amendment No. 3 to the Rubicon Technology, Inc.     HTML     18K 
                          2001 Equity Plan                                       
22: EX-10.1(D)  Amendment No. 4 to the Rubicon Technology, Inc.     HTML     23K 
                          2001 Equity Plan                                       
23: EX-10.1(E)  Amendment No. 5 to the Rubicon Technology, Inc.     HTML     17K 
                          2001 Equity Plan                                       
24: EX-10.1(F)  Amendment No. 6 to the Rubicon Technology, Inc.     HTML     19K 
                          2001 Equity Plan                                       
25: EX-10.1(G)  Amendment No. 7 to the Rubicon Technology, Inc.     HTML     18K 
                          2001 Equity Plan                                       
26: EX-10.1(H)  Form of Option Grant Agreement Under the 2001       HTML     70K 
                          Equity Plan                                            
37: EX-10.10    Form of Post-Ipo Change of Control Severance        HTML     24K 
                          Agreement                                              
38: EX-10.11    Form of Indemnification Agreement                   HTML     67K 
39: EX-10.12    Commercial Lease, Dated as of December 23, 2004     HTML     89K 
40: EX-10.12(A)  Amendment to Commercial Lease Dated as of May 6,   HTML     25K 
                          2005                                                   
41: EX-10.13    Lease, Dated as of July 29, 2005                    HTML     66K 
42: EX-10.14    Industrial Building Lease, Dated as of July 18,     HTML    122K 
                          2007                                                   
27: EX-10.2     Rubicon Technology, Inc. 2007 Stock Incentive Plan  HTML    220K 
28: EX-10.3     Rubicon Technology, Inc. 2006 Incentive Bonus Plan  HTML     17K 
29: EX-10.4     Rubicon Technology, Inc. Management Incentive       HTML     35K 
                          Bonus Plan                                             
30: EX-10.4(A)  Amendment No. 1 to Management Incentive Bonus Plan  HTML     19K 
31: EX-10.5     Executive Employment Agreement, Dated as of         HTML     94K 
                          November 17, 2005                                      
32: EX-10.5(A)  Amendment to the Employment Agreement Dated July    HTML     24K 
                          25, 2007                                               
33: EX-10.6     Employment Agreement, Dated as of March 29, 2004    HTML     38K 
34: EX-10.7     Severance Agreement, Dated as of September 8, 2005  HTML     39K 
35: EX-10.8     Executive Employment Agreement, Dated as of July    HTML     84K 
                          30, 2007                                               
36: EX-10.9     Loan and Security Agreement, Dated as of April 9,   HTML    151K 
                          2007                                                   
43: EX-23.1     Consent of Grant Thornton LLP                       HTML     15K 


EX-10.5(A)   —   Amendment to the Employment Agreement Dated July 25, 2007


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Amendment to the Employment Agreement dated July 25, 2007  

Exhibit 10.5(a)

RUBICON TECHNOLOGY, INC.

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (This “Amendment”) to the Executive Employment Agreement dated November 17, 2005 (the “Agreement”), is made and entered into as of July 25, 2007 (the “Effective Date”), by and between Rubicon Technology, Inc., a Delaware corporation (the “Company”), and Raja Parvez (“Executive”).

PRELIMINARY STATEMENTS

It is in the best interests of the Company to assure the continued dedication of Executive in a time of uncertainty following a change of control in the corporation before an initial public offering of the Company’s securities.

AGREEMENT

In consideration of the premises and the mutual promises and covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

Initial Public Offering” (“IPO”) shall mean the first offering by the Company of its equity securities to the public pursuant to an effective registration statement filed under the “Securities Act of 1933, as amended, or under any similar law then in effect.

Section 2. Amendments.

Add a new Section 4(h), as follows:

(h) Termination Without Cause Subsequent to a Change in Control. Notwithstanding Section 4(b), in the event that the Company, at any time prior to the initial public offering of the Company’s securities, and within one (1) year after a Change in Control (as defined below), terminates the Executive without Cause, the Executive shall be entitled to, in lieu of the payment pursuant to Section 4(b)(iii), a lump sum payment within thirty (30) days of the Termination Date equal to 2.99 times the Executive’s Annual Salary, less applicable taxes, payroll deductions and withholdings required by law. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments”, provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iii) as referenced above.


For purposes of this Agreement, “Change in Control” means the occurrence of: (A) any consolidation or merger of the Company pursuant to which the stockholders of the Company immediately before the transaction do not retain immediately after the transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the surviving business entity; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any sale, lease, exchange or other transfer to any company where the Company owns, directly or indirectly, 100% of the outstanding voting securities of such company after any such transfer; or (C) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than 50% of the voting stock of the Company.”

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

 

“COMPANY”     “Executive”
RUBICON TECHNOLOGY, INC.    
By:  

/s/ Raja Parvez

   

/s/ Raja Parvez

      Raja Parvez
Its:  

President

   

Acknowledged and approved on behalf of

the Board of Directors of Rubicon Technology, Inc.

 

By:  

/s/ Don Aquilano

  Don Aquilano, Chairman

Dates Referenced Herein

This ‘S-1’ Filing    Date    Other Filings
Filed on:9/5/07None on these Dates
7/25/07
11/17/05
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Filing Submission 0001193125-07-195384   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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