Exhibit 10.2
SUNDEW INTERNATIONAL, INC.
2002 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 2002
Employee, Consultant and Advisor Stock Compensation Plan (the
"Plan") of Sundew International, Inc., a Delaware corporation (the
"Company"), hereby agrees to accept, and the Company agrees to
issue, shares of the Company's $0.001 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 services for which compensation is being made pursuant
to this Agreement were rendered for the following
services: _______________________________________.
b. The services for which compensation is being made pursuant
to this Agreement were rendered for services rendered for
the following period of time: __________________.
c. 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:
Compensation Liability
No. of Shares Extinguished
------------- ------------
d. 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 extinguished 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.
e. 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. 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
inure 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 Pennsylvania 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 Pennsylvania, without regard to the choice of
law provisions of the State of Pennsylvania. Venue for
purposes of enforcing this agreement shall be exclusively
in the City of Philadelphia, Pennsylvania.
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.
SUNDEW INTERNATIONAL, INC. PARTICIPANT:
By: _________________________ Signature:_________________________
Printed Name: _______________ Printed Name: _____________________
Title: ______________________ Residence Address: ________________
Date: _______________________ Date: _____________________________
