FORM OF STOCK AWARD AGREEMENT
Exhibit 4.1
STOCK AWARD AGREEMENT
THIS AGREEMENT is made and entered into as of May 20, 2004 by and
between XXXXxx.Xxx, Inc., a Delaware corporation ("CDKNET"), and ___________
(the "Recipient").
WHEREAS, CDKNET and Recipient have agreed that Recipient shall continue
to provide valuable services to CDKNET, and CDKNET wishes to create a further
incentive for Recipient to continue to provide such services;
AND WHEREAS, CDKNET presently does not have the cash resources and
desires to use shares of its common stock to use to pay for such services;
NOW, THEREFORE, in consideration of their mutual promises and
undertakings, CDKNET and Recipient mutually agree as follows:
1. In consideration for Recipient's agreement to continue to provide
services to CDKNET (which services shall not be in connection with the offer or
sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the CDKNET securities) as of May
___, 2004 (the "Grant Date"), is hereby granted ___________ shares of restricted
CDKNET common stock, $0.0001 par value (the "Shares"). The Shares shall be
issued and delivered to the Recipient within five business days after CDKNET
files a Registration Statement on Form S-8 registering the Shares.
2. Recipient shall be solely responsible for any and all federal,
state, and local taxes which may be imposed on him as a result of his receipt of
the Shares.
3. In the event of any change (such as recapitalization, merger,
consolidation, stock dividend, or otherwise) in the character or amount of
CDKNET Corporation common stock, $0.0001 par value, prior to the Issuance Date,
(a) the number of Shares to which Recipient shall be entitled shall be the same
as if he had actually owned the Shares without restriction at the time of such
change, and (b) the amount of the cash to be paid to Recipient shall be the
amount of dividends paid on the Shares following such change in the number of
shares of Shares.
4. The Shares shall be registered prior to the Issuance Date under Form
S-8 or a successor form thereto, or if such form is not available, on any form
available to CDKNET, for the sale of securities to the Recipient.
5. Nothing in this Agreement shall be interpreted or construed to
create a contract of employment between CDKNET and the Recipient. This Agreement
is intended solely to provide Recipient an incentive to continue providing
services to CDKNET under existing agreements for such services.
The maximum number of Shares (subject to adjustment as aforesaid) which
may be issued under the corporation's plan is 200,000.
The Shares vest immediately upon the date of grant, provided that no
more than 25,000 Shares may vest for any Recipient during any six month period.
For example, if the award is for 45,000 Shares, 25,000 will vest on the date of
grant and 20,000 shall vest six months thereafter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
XXXXXX.XXX, INC.
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By: Xxxxxx X. Xxxxxxxx
Chief Executive Officer
(This Agreement shall be filed with the
minutes of meetings of CDKNET directors
and shall be deemed sufficient consent to
the issuance of the Shares)
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Recipient
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