EXHIBIT 10.5
FORM OF STOCK RETAINAGE PLAN AGREEMENT
THIS STOCK RETAINAGE PLAN AGREEMENT (hereinafter referred to as this "Stock
Plan Agreement") made this ________ day of _______________, 2004, is entered
into by and between NATIONAL SCIENTIFIC CORPORATION, a Texas Corporation ("NSC")
based is Scottsdale, Az., and _______________________, whose principal residence
is ______________________. The aforementioned persons and entities are sometimes
collectively referred to herein as the "parties" or "Parties" and individually
as a "party".
RECITALS
WHEREAS, ____________________ is an employee of NSC; and
WHEREAS, NSC compensates employees for services to the Company; and
WHEREAS, NSC's common stock ("Common Stock") has a market value at this
month of _______________, 2004 of approximately ______cents per share, and this
same Common Stock restricted under SEC rule 144 would be expected to have a
lower market value were it saleable on an open market; and
WHEREAS, NSC's total revenues in calendar year 2003 through ______(month)
were less than $__________; and
WHEREAS NSC and the employee have agreed that the employee is willing to
provide best efforts to guide the company towards growth and success over the
next fiscal year and beyond;
NOW THEREFORE, in consideration of the agreement by the parties and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
is hereby acknowledged and confessed, the parties hereby agree as follows:
1. Each of the foregoing recitals is incorporated in this Stock Plan
Agreement as a material term and condition.
2. The company agrees today to grant the employee __________ shares of
its Common Stock restricted under SEC rule 144, provided that the
Company revenues in Calendar Year 2004 surpass $200,000, a large
increase over Calendar Year 2003, and also provided that the employee
remain continuously employed with NSC throughout ____________. Should
this not occur, this stock grant will be forfeited by the employee,
and such stock promptly returned to NSC.
3. The Company agrees to grant the employee an additional _____ shares of
its common stock, restricted under SEC rule 144, provided that the
Company revenues in Calendar Year 2004 surpass $1,000,000, a large
increase over Calendar Year 2003, and also provided that the employee
remain continuously employed with NSC throughout the 2004 period.
Should this not occur, this stock grant will be forfeited by the
employee, and such stock promptly returned to NSC.
4. Such stock grants will be issued by NSC at the earliest reasonable
date.
5. If Common Stock granted under this Agreement should be promptly
returned to the Company, and is not promptly returned, the Company may
take steps to cancel or otherwise nullify the grant of such shares of
Common Stock as should be promptly returned, with the employee bearing
all the costs incurred through this process.
6. The term of this Stock Retainage Plan Agreement is from ___________,
2004 to ______________________.
IN WITNESS WHEREOF, THE Parties have executed this Stock Plan Agreement in
Scottsdale, Arizona, on the date set forth beside their respective names.
NATIONAL SCIENTIFIC CORPORATION EMPLOYEE
By: _________________________________ ____________________________
Title: _________________________________ ____________________________
Date: _________________________________ ____________________________
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