BIO SOLUTIONS MANUFACTURING, INC. STOCK AWARD AGREEMENT
2006
STOCK INCENTIVE PLAN
This
Agreement (“Agreement”) is made as of January 15, 2007 by and between Xxxxx X.
Xxxxxxx (“Participant”) and Bio Solutions Manufacturing, Inc. (the “Company”).
1. AWARD
OF
STOCK. The Company hereby grants to Participant an award (the “Award”) of stock
(the “Stock”) consisting of 150,000 shares of the Company’s common stock, $0.001
par value (“Common Shares”), pursuant and subject to the Company’s 2006 Stock
Incentive Plan (the “Plan”).
2. CONDITION
TO PARTICIPANT’S RIGHTS UNDER THIS AGREEMENT. This Agreement shall not become
effective, and Participant shall have no rights with respect to the Award or
the
Stock, unless and until Participant has fully executed this Agreement and
delivered it to the Company.
3. TERMS
OF
PLAN. The Stock shall be subject to the restrictions and other terms and
conditions set forth in the Plan, which are hereby incorporated herein by
reference, and in this Agreement.
4. MANNER
IN
WHICH SHARES WILL BE HELD. Stock certificates evidencing the shares of Stock
awarded under this Agreement shall be registered in the name of Participant.
5. RIGHTS
OF
SHAREHOLDER. Except as otherwise provided in this Agreement or the Plan,
Participant shall have, with respect to the shares of Stock awarded hereunder,
all of the rights of a shareholder of the Company, including
the right to receive any dividends as declared by the Company’s Board of
Directors.
6. TAXES.
No
later than the date as of which an amount first becomes includable in the gross
income of Participant for federal income tax purposes with respect to shares
of
Stock awarded under this Agreement, Participant shall pay to the Company, or
make arrangements satisfactory to the Company’s Board of Directors regarding the
payment of, all federal, state or local taxes or other items of any kind
required by law to be withheld with respect to such amount. Participant may
satisfy any applicable tax withholding obligation resulting from the award
of
Stock hereunder by surrendering to Company any other unrestricted Common Shares
of the Company then owned by Participant or Common Shares which are part of
the
Award. The obligations of the Company under the Plan shall be conditional on
such payment or arrangements and the Company, to the extent permitted by law,
shall have the right to deduct any such taxes from any payment of any kind
otherwise due to Participant.
7. ENTIRE
AGREEMENT. This Agreement constitutes the entire agreement between the parties
and supersedes and cancels any other agreement, representation or communication,
whether oral or in writing, between the parties hereto relating to subject
matter hereof, provided that the Agreement shall be at all times subject to
the
Plan as provided above.
1
8. AMENDMENT.
The Board of Directors, in its sole discretion, may hereafter amend the terms
of
this Award, but no such amendment shall be made which would impair the rights
of
Participant, without Participant’s consent.
9. DEFINITIONS:
Unless otherwise defined in this Agreement, each capitalized term in this
Agreement shall have the meaning given to it in the Plan.
Participant
hereby: (i) acknowledges receiving a copy of the Plan, and represents that
he or
she is familiar with all of the material provisions of the Plan; (ii) accepts
this Agreement and the Stock awarded pursuant hereto subject to all provisions
of the Plan and this Agreement; and (iii) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors
relating to the Plan, this Agreement or the Stock awarded hereunder.
| PARTICIPANT | |
| Xxxxx X. Xxxxxxx | |
| Printed Name | |
| /s/ Xxxxx X. Xxxxxxx | January 15, 2007 |
| Signature | Date |
