WasteMasters, Inc.
1996 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 1996 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:
Compensation Liability
No. of Shares Extinguished
The Participant agrees to accept such number of shares in full
payment and satisfaction of such liability.
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. Representations 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, 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.
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 Maryland 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 Maryland, without regard
to the choice of law provisions of the State of Maryland. Venue for
purposes of enforcing this agreement shall be exclusively in the City
of Baltimore, Maryland.
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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: ______________________________
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