[EXHIBIT 10.4]
STOCK GRANT AGREEMENT
PURSUANT TO THE
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
2000 EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN,
AS AMENDED
THIS STOCK GRANT AGREEMENT (this "Agreement"), made on the 27th day of
January, 2003, by and between BBJ Environmental Technologies, Inc., a
Nevada corporation (the "Company"), and Xxxx Xxxxxxx (the "Grantee").
1. Grant of Common Stock. Subject to the terms and conditions
of this Agreement and those set forth in the BBJ Environmental
Technologies, Inc. 2000 Employee Benefit and Consulting Services
Compensation Plan, as amended (the "Plan"), the Company, with the
approval and at the direction of its Board of Directors, hereby grants
to Grantee an award ("Award") of a total of Three Hundred Thousand
(300,000) shares of common stock, $0.001 par value per share (the
"Common Stock"), of the Company for the services provided by the
Grantee to the Company as more fully described in the Consulting
Agreement, dated effective January 1, 2003 by and between the Grantee
and the Company (the "Consulting Agreement"). Capitalized terms not
otherwise defined in this Agreement shall have the meaning ascribed to
them in the Plan.
2. Resale of Common Stock; Legend. The Common Stock subject
to the Award granted to the Grantee pursuant to this Agreement has
been registered pursuant to a Registration Statement on Form S-8
(Registration Statement No. 333-90700), which has been declared
effective by the Securities and Exchange Commission. Notwithstanding
the foregoing, for so long as the Grantee shall be an "affiliate" of
the Company as defined under Rule 144 promulgated under the 1933 Act:
(a) the Common Stock shall be subject to the restrictions on transfer
set forth in Rule 144 applicable to an "affiliate" as defined under
Rule 144, and (b) the Common Stock may not be sold, exchanged,
assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or by operation of law, delivered,
encumbered, discounted, hypothecated or otherwise disposed of until an
Opinion of Counsel, satisfactory to the Company, has been received by
the Company, which opinion establishes that the transfer or resale of
the Common Stock may be made by the Grantee in compliance with Rule
144. The stock certificates evidencing the Common Stock acquired by
the Grantee pursuant to this Award shall bear the following legend:
"The Common Stock represented by this
certificate is subject to the
restrictions on transfer set forth in
Rule 144 promulgated under the
Securities Act of 1933, as amended,
applicable to an "affiliate" as
defined under Rule 144, and may not be
sold, exchanged, assigned, transferred
or permitted to be transferred,
whether voluntarily, involuntarily or
by operation of law, delivered,
encumbered, discounted, hypothecated
or otherwise disposed of until an
Opinion of Counsel, satisfactory to
the Company, has been received by the
Company, which opinion establishes
that the transfer or resale of the
Common Stock may be made in compliance
with Rule 144.
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3. Not Employment or Consulting Contract. Nothing in this
Agreement or in the Plan shall confer upon the Grantee any right to
continue in the employ or service of the Company (or continue as a
consultant of the Company). This is not an employment or consulting
contract.
4. Notice. Any notice furnished pursuant to this Agreement
shall be delivered in accordance with Section 9 of the Consulting
Agreement.
5. Incorporation by Reference. The Award is granted pursuant
to the Plan, the terms and conditions of which are incorporated herein
by reference, and the Award and this Agreement shall in all respects
be interpreted in accordance with the Plan. The Committee shall
interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on
the parties hereto and any other person claiming an interest
hereunder, with respect to any issue arising hereunder or thereunder.
6. Governing Law. This Agreement shall be interpreted,
construed and governed according to the law of the State of Florida
without regard to conflicts of laws principles that would result in
the application of the laws of any other jurisdiction.
7. Submission to Jurisdiction. Both parties agree that all
disputes, claims, actions or lawsuits between them, arising out of or
relating to this Agreement, or for alleged breach of this Agreement,
shall be heard and determined by a state court sitting in Hillsborough
County, Florida, or by the United States District Court for the Middle
District of Florida, or by any appellate courts which review decisions
of those courts ("the Florida Courts"). The parties expressly submit
to the jurisdiction of the Florida Courts for adjudication of all such
disputes, claims, actions and lawsuits arising out of or relating to
this Agreement, or for alleged breach of this Agreement, and agree not
to bring any such action or proceeding in any other court. Both
parties waive any defense of inconvenient forum as to the maintenance
of any action or proceeding brought pursuant to this section of the
Agreement in the Florida Courts, and waive any bond, surety, or other
security that might be required of the other party with respect to any
aspect of such action, to the extent permitted by law. Provided,
however, that either party may bring a proceeding in a different
court, jurisdiction or forum to obtain collection of any judgment, or
to obtain enforcement of any injunction or order, entered against the
other party by the Florida Courts.
[Rest of Page Intentionally Left Blank; Signatures on Following Page]
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BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
a Nevada corporation
By:/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
----------------------------
Title: Chairman & CEO
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The Grantee acknowledges receipt of a copy of the Plan and the
related prospectus and represents that he is familiar with the terms
and provisions thereof, and hereby accepts this Award subject to all
of the terms and provisions thereof. The Grantee hereby agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Board of Directors or the Committee upon any
questions arising under the Plan.
Dated: January 27, 2003 GRANTEE: Xxxx Xxxxxxx
-------------------------
Printed Name
/s/ Xxxx Xxxxxxx
-------------------------
Signature
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