EMPLOYEE S-8 STOCK AGREEMENT
Exhibit
99(vii)
This
Employee S-8 Stock Agreement (“Stock Agreement”) is granted this 1st
day of
June, 2006 by Nexia Holdings, Inc. (the “Company”) to Xxx Xxxx, a natural person
who has provided services to the Company and is a resident of the State of
Utah
(“Employee”).
| A. |
The
Company has received valuable services from Employee in the past and
desires to compensate Employee for these services by issuing Employee
a
total of Twenty Million (20,000,000) shares of the common stock of
the
Company, par value $0.001, to be issued pursuant to the Form S-8
Registration Statement of the Company under the Securities Act of 1933,
as
amended (“Form S-8").
|
| B. |
The
stated shares are being issued pursuant to the 2006 Benefit Plan of
Nexia
Holdings, Inc.
|
GRANT
| · |
Grant
of Shares.
The Company hereby irrevocably grants and issues to Employee the above
described Twenty Million (20,000,000) shares of common stock, subject
to
the provisions of the 2006 Benefit Plan of Nexia Holdings, Inc., in
exchange Employee agrees to accept the said shares as compensation
for his
services provided to the Company through the date hereof and to provided
additional services during the year ended December 31,
2006.
|
| · |
Employee
Not an Affiliate.
Employee hereby represents, warrants and covenants that he is not an
affiliate of the Company as that term is defined in Rule 144(a)(1)
under
the Securities Act of 1933, as amended, and specifically that Employee
is
not an officer, director nor a 10% shareholder of the
Company.
|
| · |
Adjustments
to Number of Shares.
The number of shares of common stock subject to this Agreement shall
be
adjusted to take into account any stock splits, stock dividends, or
recapitalization of the securities of the
Company.
|
| · |
| · |
Restriction
on Transfer.
The shares of common stock issuable hereunder will be qualified for
registration under a Form S-8 Registration Statement filed with the
Securities and Exchange Commission and pursuant to the Amended 2006
Benefit Plan of Nexia Holdings, Inc.
|
| · |
Shareholder=s
Rights.
The Employee shall have shareholder rights with respect to the shares
only
after such time as Employee has received delivery of the
shares.
|
| · |
Validity
and Construction.
The validity and construction of this Agreement shall be governed by
the
laws of the State of Utah.
|
IN
WITNESS WHEREOF,
the
Company and the Employee=s
signatures below evidence their agreement to the terms and conditions as set
forth herein above as of the date set forth above.
EMPLOYEE
NEXIA
HOLDINGS, INC.
/s/
Xxx
Xxxx
By:
/s/
Xxxxxxx Xxxxxx .
Xxx
Xxxx
Xxxxxxx
Xxxxxx, President
