EXHIBIT 10.4
NON-QUALIFIED STOCK PLAN
THIS NON-QUALIFIED STOCK PLAN (this "Agreement") is between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(the "Consultant") and GETGO Inc. (the "Company") is made this 8th day of
November, 2001. Each of the Consultant and the Company are also referred to in
this agreement as the "Parties".
WHEREAS, the Board of Directors of the Company (the "Board of Directors")
has authorized the grant to the Consultant, for services to be rendered by the
Consultant as a consultant to the Company pursuant to the terms of a Mergers and
Acquisition Consulting Agreement (the "Consulting Agreement") the common stock
specified in paragraph 1 of this Agreement;
WHEREAS, Consultant has agreed to accept the Company's common stock as
compensation for his services to the Company.
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth in this Agreement, the Parties hereby agree as follows:
1. Number of Shares. Pursuant to action taken by the Board of Directors,
the Company hereby grants to the Consultant, in consideration of consulting
services to be performed for the benefit of the Company pursuant to the
Consulting Agreement 1,000,000 shares of the Company's common stock (the
"Shares").
2. Issuance of Shares. The Shares shall be immediately issued to the
Consultant.
3. Tax Withholding. As a condition to receiving the Shares, Consultant
shall be liable to pay to all applicable federal, state, and local taxes
stemming from the issuance of the Shares.
4. Consultant Not a Shareholder. The Consultant shall have no rights as a
shareholder with respect to the Shares issued until the earlier of: (1) the date
of issuance of a stock certificate of stock certificate to the Consultant, and
(2) the date on which the Consultant or his nominee is recorded as owner of such
Shares on the Company's stock ledger by the Company's registrar and transfer
agent, which may be the Company. Except as set forth in paragraph 13 of this
Agreement.
5. Restrictions on Transfer. The Consultant understands that, unless a
registration statement relating to the Shares is in effect under the Securities
Act of 1933, the Consultant will acquire the Shares for the purpose of
investment and not with a view to their resale or further distribution.
6. Shares Qualified for Listing. Company represents that its Common Stock
is qualified for trading or quotation on a nationally recognized securities
exchange or stock quotation system, including the NASDAQ Bulletin Board.
7. Registration Rights. Upon signing this Agreement, the Company shall
immediately, at the Company's expense, use its best efforts to file with the
Securities and Exchange Commission ("SEC"), a registration statement
("Registration Statement") on Form S-8 or other comparable form, or if such form
is not then available, such other form of registration statement then available,
in such form as to comply with applicable federal and state laws for the purpose
of registering or qualifying the Shares for public resale by the Consultant, and
prepare and file with the appropriate state securities regulatory authorities
the documents reasonably necessary to register or qualify the Shares, subject to
the ability of the Company to register or qualify the Shares under applicable
state law.
8. Notices. All notices to the Company shall be addressed to the Company at
the principal office of the Company at the address and facsimile number set
forth on the signature page of this Agreement, and all notices to the Consultant
shall be addressed to the Consultant at the address and facsimile number of the
Consultant set forth on signature page of this Agreement or, if different, the
last address and facsimile number on file with the Company, or to such other
address and facsimile number as either may designate to the other in writing. A
notice shall be deemed to be duly given if and when enclosed in a properly
addressed sealed envelope deposited, postage prepaid and followed by facsimile
to the addressee. In lieu of giving notice by mail as aforesaid, written notices
under this Agreement may be given by personal delivery to the Consultant or to
the Company (as the case may be) by nationally recognized courier or overnight
delivery service.
9. Miscellaneous.
(a) Entire Agreement. This Agreement and the Consulting Agreement
contain the entire agreement between the Parties, and may not be waived,
amended, modified or supplemented except by agreement in writing signed by
the Party against whom enforcement of any waiver, amendment, modification
or supplement is sought. Waiver of or failure to exercise any rights shall
not be deemed a waiver of any further or future rights.
(b) Governing Law. This Agreement shall be construed under the
internal laws of the British Virgin Islands.
(c) Counterpart. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which when
taken together shall constitute one agreement.
(d) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in
accordance with its terms.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the date set forth below.
CONSULTANT:
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Social Security Number:
Address for Notices:
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COMPANY:
GETGO INC., a British Virgin Islands
International business company