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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 |
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
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 |
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/5/07 | None on these Dates | ||
7/25/07 | ||||
11/17/05 | ||||
List all Filings |