1 EXHIBIT 10.27 AMENDMENT AGREEMENT This Amendment Agreement is made as of December 10, 1999 by and among EPS Solutions Corporation (the "COMPANY") and Michael G. Goldstein ("EMPLOYEE"). A. Effective as of March 18, 1999, Employee and the Company entered into that certain Restricted Stock Purchase Agreement (the "FIRST RSPA") pursuant to which Employee purchased from the Company 100,000 shares of Series A Common Stock of the Company (the "TIME VESTING SHARES"). B. In payment of the purchase price for the Time Vesting Shares Employee made a promissory note payable to the Company dated March 18, 1999 in the principal amount of $119,900 (the "FIRST NOTE"). C. The Company and Employee desire to amend the First RSPA and the First Note in certain respects as set forth herein. Therefore, in consideration of the mutual covenants set forth herein and other consideration, the value and sufficiency of which is hereby acknowledged, the Company and Employee hereby agree as follows: 1. Schedule 1.1 to the First RSPA is hereby amended to change the reference to "Five-Year Time Vesting Shares" to "Time Vesting Shares." 2. Schedule 4 to the First RSPA is hereby amended to read in its entirety as set forth on Schedule 4 attached hereto. 3. There is hereby added to the First RSPA a new Section 4.11, which reads as follows: 4.11 Change in Control. Notwithstanding anything in this Agreement or other agreements to the contrary, any unvested Shares shall vest and the Restrictions shall lapse as of immediately before the closing of a transaction that constitutes a Change in Control (as defined in the Employment Agreement), or upon a Change in Control other than a transaction, in any case that occurs during Purchaser's employment by the Company or any of its affiliates or within 90 days thereafter. Accordingly, the Company will defer its repurchase rights hereunder for at least such 90 day period. 4. The Employment Agreement referenced in the First RSPA, as amended, shall be the Employment Agreement between Employee and First Financial Resources Holding Co., Inc. dated as of December 10, 1999. 5. Effective as of immediately before the closing of the initial public offering of shares of the Company or its successor or affiliate, all Restrictions will lapse, and vesting will occur, with respect to (i) the portion of the Time Vesting Shares and that would otherwise be scheduled 2 to vest for the final "Measurement Period" under the First RSPA; and (ii) the portion of the shares of restricted common stock of the Company that are being purchased by Employee as of the date hereof and that vest solely based upon Employee's continued employment (and not based upon any performance criteria) that would otherwise be scheduled to vest for the final Measurement Period applicable to those shares. 6. Employee will be permitted, in his discretion, to (a) defer any payment of interest accrued on the First Note, the promissory note made by Employee to the Company in connection with the purchase of shares on the date hereof, and any other indebtedness of Employee incurred in connection with purchase of any shares from the Company or any successor or affiliate (collectively, the "PURCHASE DEBT") until the last principal of the Purchase Debt is paid; (b) extend the maturity of the Purchase Debt by ten years if Employee's employment with all affiliates of the Company and their successors terminates for any reason (and for this purpose, an affiliate of the Company is an entity controlling, controlled by, or under common control with the Company); and (c) pay any principal or interest on the Purchase Debt at any time or from time to time by surrendering to the Company or its successor or affiliate any vested shares of capital stock of the Company or any successor or affiliate, in which case the principal or interest, as specified by Employee, will be reduced by the aggregate fair market value of such shares surrendered, and for this purpose the fair market value of such shares will be the average closing price of such type of shares on the principal exchange or market system upon which they trade for the previous 20 trading days (or such shorter period of time as the stock has been so traded), and if not so traded, the value determined and documented to Employee in writing by the Company's board of directors in good faith by reference, if applicable, to the Purchase Price under the Company's Stockholder Agreement and any other relevant factors, but without any discount for minority interest or lack of liquidity. 7. Sections 6.1 through 6.13 inclusive of the Restricted Stock Purchase Agreement are included herein by reference and will govern this Agreement as though set forth herein. In Witness Whereof, the Company and Employee have entered into this Agreement as of the date first above set forth. EPS SOLUTIONS CORPORATION By: /s/ DAVID H. HOFFMAN /s/ MICHAEL G. GOLDSTEIN ------------------------------ --------------------------------- Name: David H. Hoffman Michael G. Goldstein ---------------------------- Title: CEO --------------------------- 3 SCHEDULE 4 TO AMENDMENT AGREEMENT BASIC TERMS. VESTING. The Shares consist of 100,000 Time Vesting Shares (as identified on Schedule 1.1). Subject to the terms and conditions set forth in this Agreement, the Restrictions applicable to the Shares will lapse, and the Shares will vest, if and when the conditions to vesting of the Shares, as set forth in this Schedule 4, are met. However, except as set forth in this Schedule 4, in order for any Shares eligible for vesting for any Measurement Period to vest, the Purchaser must have remained an employee of the Company, or an entity controlling, controlled by, or under common control with the Company (an "AFFILIATE"), from the date hereof through the last day of that Measurement Period. In addition, as a condition to each and every vesting of Shares, the Purchaser must execute and deliver to the Company a release, in form and substance satisfactory to the Company, releasing the Company and all of its Affiliates and their employees, officers and directors, and the successors and assigns of each of them, from any claims or liabilities arising from or in connection with the employment of the Purchaser by the Company or any of its Affiliates. Any vesting for a Measurement Period will be effective as of the close of business on the last day of that Measurement Period. Fractional vested Shares will be carried forward and combined to constitute whole vested Shares that can be issued, or cashed out by the Company at fair market value following determination of whether any performance requirements associated with the last Measurement Period have been met. TIME VESTING SHARES On the last day of each Measurement Period set forth in the table below, subject to the other provisions of this Agreement, the Restrictions will lapse with respect to the number of Time Vesting Shares (as set forth in Schedule 1.1) set forth opposite that Measurement Period below. NUMBER OF SHARES MEASUREMENT PERIOD VESTING January 1, 1999 - December 31, 1999 25,000 January 1, 2000 - December 31, 2000 42,857 January 1, 2001 - December 31, 2001 32,143 VESTING UPON CERTAIN TERMINATION OF EMPLOYMENT: If employment of the Purchaser with the Employer is terminated by the Employer without "Cause" or by the Purchaser with "Good Reason" (each as defined in the Employment Agreement), the Restrictions will immediately lapse and vesting will immediately occur with respect to all of the Shares not already vested. If employment of the Purchaser with the 4 Employee terminates as a result of the Purchaser's death or Disability (as defined in the Employment Agreement), the Restrictions will immediately lapse with respect to half of the Shares not then already vested.