WasteMasters, Inc.
2001 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
STOCK PAYMENT AGREEMENT
1. Agreement to Accept and Issue Shares. The undersigned
employee, consultant or advisor (the "Participant") participating in the
2001 Employee, Consultant and Advisor Stock Compensation Plan (the
"Plan") of WasteMasters, Inc., a Maryland corporation (the "Company"),
hereby agrees to accept, and the Company agrees to issue, shares of the
Company's $.01 par value Common Stock, in accordance with Section 2 of
this Agreement. A copy of the Plan has been delivered to the
Participant. This Agreement is subject to all the terms and conditions
set forth herein as well as the terms and conditions of the Plan, which
are incorporated herein by reference. If there is any inconsistency or
discrepancy between the terms and conditions of this Agreement and the
Plan, the terms and conditions of the Plan will prevail.
2. Numbers and Purpose of Shares to be issued.
a. The number of the shares to be issued and delivered by the
Company and accepted by the Participant under the Plan, and the amount of
the Company's compensation liability to the Participant to be
extinguished by such issuance, are set forth below:
No. of Shares Compensation Liability
Extinguished
The Participant agrees that the number of shares issued to the
Participant shall satisfy an amount of liability equal to the lesser of:
(i) the Fair Market Value of the shares on the issue date or (ii) the sum
of the Fair Market Value of any unsold shares and the actual net proceeds
received by the Participant from the sale of part or all of the shares as
of the ninetieth day after the issue date. The amount of liability
extinquished by the issuance of the shares shall be deemed the Fair Market
Value of the shares on the date of issuance, unless then Participant notifies
the Company otherwise within 105 days of the date of issuance.
b. Any amount for wages described above is based upon the gross
wages of the Participant less any and all applicable tax and other
withholdings and deductions required by law, which the Company shall
remit directly to the appropriate authorities if and when due and owing.
3. Representation of Participant. The Participant represents
and acknowledges that the Participant:
a. has received, reviewed and understands the contents of the
document prepared by the Company entitled "Information for Participants,"
which contains information on the Plan, includes a copy of the Plan as
Exhibit A, and constitutes a prospectus under Section 10(a) of the
Securities Act of 1933, as amended;
b. has had an opportunity to request and, if so requested, to
copy or examine all documents, records and books pertaining to the
Participant's participation in the Plan, including all documents
specifically incorporated by reference in the prospectus discussed above;
c. has had an opportunity to ask questions of and, if asked, to
receive satisfactory answers from the Company, through its executive
officers and other representatives acting on its behalf, concerning the
terms and conditions for the Plan and the business, affairs and prospects
of the Company;
d. understands that the Company has not guaranteed the amount of
gross or net proceeds realizable to the Participant upon any sale of
shares of Common Stock of the Company received by the Participant under
the Plan;
e. is not a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with the Company; and
f. rendered bona fide services to the Company or a subsidiary of
the Company, or is party to a binding agreement to render bona fide services
to the Company or a subsidiary of the Company, as a result of which the
compensation liability to be extinguished by the Company's performance of
this Agreement arose, and such services were not rendered in connection with
the offer or sale of securities in a capital-raising transaction or to
promote or maintain a market in the Company's Common Stock.
4. General
a. Binding Agreement; Non-Assignability. The terms and
conditions of this Agreement shall be binding upon and enure to the
benefit of the personal representatives, heirs, devisees, successors and
assigns of the respective parties hereto; but none of the rights or
obligations of the Participant under this Agreement are assignable.
b. Entire Agreement. This Agreement and any documents
incorporated herein by Reference constitute the entire understanding of
the parties with respect to the subject matter hereof and supersede all
prior agreements or understandings, written or oral, and no amendment,
modification, or alteration of the terms of this Agreement shall be
binding unless the same is in writing, dated after the date hereof and
duly approved and executed by each of the parties hereto.
c. Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is deemed to be illegal
or invalid for any reason whatever, such illegality or invalidity shall
not affect the validity of the remainder of this Agreement.
d. Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to
describe, interpret, define or limit the scope, extent or intent hereof.
e. Application of Oklahoma Law. This Agreement, and the
application and interpretation thereof, shall be governed exclusively by
its terms and conditions and by the laws of the State of Oklahoma, without
regard to the choice of law provisions of the State of Oklahoma. Venue
for purposes of enforcing this agreement shall be exclusively in the City
of El Reno, Oklahoma.
f. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed
this Agreement on the dates set forth beneath their signatures below.
WASTEMASTERS, INC.
By:___________________________
Printed Name:__________________
Title:_________________________
Date:_________________________
PARTICIPANT:
Signature:______________________
Printed Name:___________________
Residence Address:_______________
_______________________________
Date:___________________________
