Per your email, the agreement states that the shares "shall be deemed earned on the date of this agreement", it also states that "the shares will be held in escrow by the Company's attorneys and shall only be released to Advisor in accordance with the following vesting schedule:

(i) 200,000 shares upon completion of a Transaction;

(ii) 100,000 shares six months after the completion of a Transaction; and

(iii) 100,000 share twelve months after the completion of a Transaction.

Any unvested Shares shall be returned for cancellation to the Company."

I believe the spirit of the agreement was to have the shares be earned and vest immediately. If that is the case, the guidance of EITF 96-18 discussed situations in which counterparty performance may be required over a period of time (for example 12 months) but the equity award granted to the party performing the services is fully vested and nonforfeitable on the date the parties enter into the contract. In that case, the consensus is that the measurement date for the award should be the date of the Contract. In the case of this contract, the measurement date would be November 22, 2010.

Notwithstanding the above, based on this language in the agreement, it appears that there is a performance based criterion that the TriPoint Capital Advisors needs to fulfill before these shares become vested. If this is the case and per the requirements and guidance in EITF 96-18, performance commitment is a commitment under which performance by the counterparty to earn the equity instruments is probable because of sufficiently large disincentives for nonperformance. The disincentives must result from the relationship between the issuer and the counterparty. Forfeiture of the equity instruments as the sole remedy in the event of the counterparty's nonperformance is not considered a sufficiently large disincentive for purposes of applying this guidance. Accordingly, the contracts to Tripoint does not contain sufficiently large disincentives for nonperformance – there is no disincentive for nonperformance of the contractors other than loss of non-vested shares of stock. Thus, thus this arrangement does not contain a performance commitment and the stock should be measured at the then fair-value of the vested shares (i.e – completion of the transaction (February 9, 2011, May 22, 2011 and November 22, 2012).

---------------------

英文八级是吧？海龟是吧？

在这面前你是浮云是吧？

看的懂吧你吧？

懂吧你吧？

你吧？

吧？

？

I am from county AusDRAlia,

Wretched AusDRAlia Book Are Writen in AusDralian,

Fucking wanker stop Treating me like an English Speaking Yankee.

MSN空间完美搬家到新浪博客!