BIOPHAN TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS
BIOPHAN
TECHNOLOGIES, INC.
FOR
NON-EMPLOYEE DIRECTORS
This
Restricted Stock Award Agreement for Non-Employee Directors
(“Agreement”)
is
made and entered into as of the date set forth below, by and between BIOPHAN
TECHNOLOGIES, INC., a Nevada corporation (the “Company”),
and
the director of the Company named in Section 1(b). (“Grantee”):
In
consideration of the covenants herein set forth, the parties hereto agree as
follows:
1.
Stock
Award Information.
(a)Date
of
Award:
(b)Grantee:
(c)Number
of
Shares:
(d)Original
Value: $
(e) Amount
Paid For Shares by Grantee: $-0-
2.
Acknowledgements.
(a)
Grantee
is a director
of the Company.
(b)
The
Company has adopted a 2008 Incentive Stock Plan (the “Plan”)
under
which the Company’s common stock (“Stock”)
may be
offered to directors, officers, employees and consultants pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the
“Securities
Act”)
provided by Rule 701 thereunder.
3.
Shares;
Value.
The
Company hereby grants to Grantee, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) (the
“Shares”),
which
Shares have a fair value per share (“Original
Value”)
equal
to the amount set forth in Section 1(d). For the purpose of this Agreement,
the
terms “Share”
or
“Shares”
shall
include the original Shares plus any shares derived therefrom, regardless of
the
fact that the number, attributes or par value of such Shares may have been
altered by reason of any recapitalization, subdivision, consolidation, stock
dividend or amendment of the corporate charter of the Company. The number of
Shares covered by this Agreement and the Original Value thereof shall be
proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a recapitalization, subdivision or consolidation of shares
or the payment of a stock dividend, or any other increase or decrease in the
number of such shares effected without receipt of consideration by the
Company.
4.
Investment
Intent.
Grantee
represents and agrees that Grantee is accepting the Shares for the purpose
of
investment and not with a view to, or for resale in connection with, any
distribution thereof; and that, if requested, Grantee shall furnish to the
Company a written statement to such effect, satisfactory to the Company in
form
and substance. If the Shares are registered under the Securities Act, Grantee
shall be relieved of the foregoing investment representation and agreement
and
shall not be required to furnish the Company with the foregoing written
statement.
5.
Restricted
Stock.
Each
Share granted hereunder shall be “Restricted Stock” until earned by the Grantee.
The Shares will be earned by the Grantee upon completion of one (1) year of
service as a member of the Company’s Board of Directors, measured from the date
of award as set forth in Section 1(a) above. Accordingly, all of the Shares
will
be “Restricted Stock” until the Grantee completes one (1) year of service as a
member of the Company’s Board of Directors, measured from the date of award as
set forth in Section 1(a) above.
6.
Restriction
Upon Transfer.
Restricted Stock may not be sold, transferred or otherwise disposed of and
shall
not be pledged or otherwise hypothecated by the Grantee.
7.
(a) Repurchase
Right.
For the
purposes of this Section, a “Repurchase
Event”
shall
mean an occurrence of one of (i) the removal of the Grantee, with or without
cause, as a member of the Company’s Board of Directors; (ii) the resignation of
the Grantee as a member of the Company’s Board of Directors; or (iii) any
attempted transfer by the Grantee of Restricted Stock, or any interest therein,
in violation of this Agreement. Upon the occurrence of a Repurchase Event,
the
Company shall have the right to purchase all or any portion of the Restricted
Stock of Grantee, at a price equal to the original amount paid for the Shares
by
the Grantee, as set forth in Section 1(e) above.
(b)
Exercise
of Repurchase Right.
Any
Repurchase Right under Paragraph 7(a) shall be exercised by giving notice of
exercise as provided herein to Grantee or the estate of Grantee, as applicable.
Such right shall be exercised, and the repurchase price thereunder shall be
paid, by the Company within a ninety (90) day period beginning on the date
of
the occurrence of the Repurchase Event.
(c)
Acceptance
of Restrictions.
Acceptance of the Shares shall constitute the Grantee’s agreement to such
restrictions and the legending of his certificates with respect thereto.
Notwithstanding such restrictions, however, so long as the Grantee is the holder
of the Shares, or any portion thereof, he shall be entitled to receive all
dividends declared on and to vote the Shares and to all other rights of a
shareholder with respect thereto.
(d)
Release
of Restrictions on Shares.
Provided
that the Grantee completes one (1) year of service as a member of the Company’s
Board of Directors, measured from the date of award as set forth in Section
1(a)
above, the Shares shall no longer be “Restricted Stock” beginning one (1) year
after the date of award and on such date all rights and restrictions under
Sections 6 and 7 shall terminate.
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8.
Representations
and Warranties of the Grantee.
This
Agreement and the issuance and grant of the Shares hereunder is made by the
Company in reliance upon the express representations and warranties of the
Grantee, which by acceptance hereof the Grantee confirms that:
(a)
The
Shares granted to him pursuant to this Agreement are being acquired by him
for
his own account, for investment purposes, and not with a view to, or for sale
in
connection with, any distribution of the Shares. It is understood that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends, among other things,
upon the bona fide nature of his representations as expressed
herein;
(b)
The
Shares must be held by him indefinitely unless they are subsequently registered
under the Act and any applicable state securities laws, or an exemption from
such registration is available. The Company is under no obligation to register
the Shares or to make available any such exemption;
(c)
Grantee further represents that Grantee has had access to the financial
statements or books and records of the Company, has had the opportunity to
ask
questions of the Company concerning its business, operations and financial
condition and to obtain additional information reasonably necessary to verify
the accuracy of such information,
(d)
Unless and until the Shares represented by this Grant are registered under
the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially
the
following form:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
THE
SECURITIES ACT OF 1933 (THE ’SECURITIES ACT’) OR UNDER THE APPLICABLE OR
SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.
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(e)
All
certificates representing the Restricted Stock shall bear legends in
substantially the following form:
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THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
TO THAT
CERTAIN STOCK AWARD AGREEMENT DATED ______________ BETWEEN THE COMPANY
AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE
SUBJECT
TO REPURCHASE BY THE COMPANY UNDER CERTAIN
CONDITIONS.
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and/or
such other legend or legends as the Company and its counsel deem necessary
or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company’s transfer agent.
8.
Stand-off
Agreement.
Grantee
agrees that, in connection with any registration of the Company’s securities
under the Securities Act, and upon the request of the Company or any underwriter
managing an underwritten offering of the Company’s securities, Grantee shall not
sell, short any sale of, loan, grant an option for, or otherwise dispose of
any
of the Shares (other than Shares included in the offering) without the prior
written consent of the Company or such managing underwriter, as applicable,
for
a period of at least one year following the effective date of registration
of
such offering. This Section 8 shall survive any termination of this
Agreement.
9.
Termination
of Agreement.
This
Agreement shall terminate on the written agreement of all parties to that
effect.
10.
Agreement
Subject to Plan; Applicable Law.
This
Grant is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Grantee, at no charge, at the principal
office of the Company. Any provision of this Agreement inconsistent with the
Plan shall be considered void and replaced with the applicable provision of
the
Plan. This Grant shall be governed by the laws of the State of Nevada and
subject to the exclusive jurisdiction of the courts therein.
11.
Miscellaneous.
(a)
Notices.
Any
notice required to be given pursuant to this Agreement or the Plan shall be
in
writing and shall be deemed to have been duly delivered upon receipt or, in
the
case of notices by the Company, five (5) days after deposit in the U.S. mail,
postage prepaid, addressed to Grantee at the last address provided by Grantee
for use in the Company’s records.
(b)
Entire
Agreement.
This
instrument constitutes the sole agreement of the parties hereto with respect
to
the Shares. Any prior agreements, promises or representations concerning the
Shares not included or reference herein shall be of no force or effect. This
Agreement shall be binding on, and shall inure to the benefit of, the Parties
hereto and their respective transferees, heirs, legal representatives,
successors, and assigns.
(c)
Enforcement.
This
Agreement shall be construed in accordance with, and governed by, the laws
of
the State of Nevada and subject to the exclusive jurisdiction of the courts
located in the County of Monroe in the State of New York. If Grantee attempts
to
transfer any of the Shares subject to this Agreement, or any interest in them
in
violation of the terms of this Agreement, the Company may apply to any court
for
an injunctive order prohibiting such proposed transaction, and the Company
may
institute and maintain proceedings against Grantee to compel specific
performance of this Agreement without the necessity of proving the existence
or
extent of any damages to the Company. Any such attempted transaction shares
in
violation of this Agreement shall be null and void.
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(d)
Validity
of Agreement.
The
provisions of this Agreement may be waived, altered, amended, or repealed,
in
whole or in part, only on the written consent of all parties hereto. It is
intended that each Section of this Agreement shall be viewed as separate and
divisible, and in the event that any Section shall be held to be invalid, the
remaining Sections shall continue to be in full force and effect.
In
Witness Whereof,
the
parties have executed this Agreement as of the date first above
written.
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COMPANY:
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BIOPHAN
TECHNOLOGIES, INC.,
a
Nevada corporation
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By:
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
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Title:
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Chief
Executive Officer
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GRANTEE:
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By:
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(signature)
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Name:
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