The Company is party to an employment services agreement between MIZ Comercializadora, S de R.L. ("MIZ") and the Company in which Tom Currin (a partial owner of MIZ) serves as Chief Operating Officer of the Company.
Pursuant to the Chief Operating Officer's Employment Services Agreement, the Company granted to MIZ
an award under the 2009 Plan pursuant to which the Company shall issue 2,500,000 restricted shares of its common stock (the "Restricted Stock").
The shares of Restricted Stock vest in installments of between 300,000 and 1,000,000 shares upon the achievement of certain milestones set forth in the Employment Services Agreement, subject to acceleration upon a change of control or a termination of Mr. Currin's
employment by the Company by MIZ
for good reason (as defined in the Employment Services Agreement) or by the Company for any reason other than for cause (as defined in the Employment Services Agreement).
employment is terminated by the Company for cause as defined in the Employment Services Agreement, or by Mr. Currin
for any reason other than good reason, then all unvested Restricted Stock will immediately expire.