FORM OF RESTRICTED STOCK AWARD AGREEMENT
Exhibit 4.1
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made and entered into as of November 17, 2003 by and
between DOMINIX, INC., a Delaware corporation ("DOMINIX"), and ___________ (the
"Recipient").
WHEREAS, DOMINIX and Recipient have agreed that Recipient shall
continue to provide valuable services to DOMINIX pursuant to, and DOMINIX wishes
to create a further incentive for Recipient to continue to provide such
services;
AND WHEREAS, DOMINIX presently does not have the cash resources or
authorized shares of common stock to use to pay for such services;
NOW, THEREFORE, in consideration of their mutual promises and
undertakings, DOMINIX and Recipient mutually agree as follows:
1. In consideration for Recipient's agreement to continue to provide
services to DOMINIX (which services shall not in connection with the offer or
sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the DOMINIX' securities) as of
November (the "Grant Date"), is hereby granted ___________ shares of restricted
DOMINIX common stock, $0.001 par value (the "Restricted Stock"), The Restricted
Shares shall be issued and delivered to the Recipient within five business days
after DOMINIX amends its certificate of incorporation to permit the issuance of
the granted shares (the "Issuance Date"). All the Restricted Stock shall vest
immediately and the restrictions applicable to such shares of Restricted Stock
under the Securities Act of 1933, as amended shall be lifted, in compliance with
Rule 144 thereunder utilizing the date of this Agreement and the beginning date
of the holding period for such Restricted Shares.
2. Recipient shall be solely responsible for any and all federal,
state, and local taxes which may be imposed on him as a result of his receipt of
the Restricted Stock
3. In the event of any change (such as recapitalization, merger,
consolidation, stock dividend, or otherwise) in the character or amount of
DOMINIX Corporation common stock, $0.001 par value, prior to the Issuance Date,
(a) the number of shares of Restricted Stock to which Recipient shall be
entitled shall be the same as if he had actually owned the Restricted Stock
without restriction at the time of such change, and (b) the amount of the cash
to be paid to Recipient shall be the amount of dividends paid on the Restricted
Stock following such change in the number of shares of Restricted Stock.
4. The Restricted Stock shall be registered prior to the Issuance Date
under Form S-8 or a successor form thereto, or if such form is not available, on
any form for available to DOMINIX, the sale of securities to the Recipient.
5. Nothing in this Agreement shall be interpreted or construed to
create a contract of employment between DOMINIX and the Recipient. This
Agreement is intended solely to provide Recipient an incentive to continue
providing services to DOMINIX under existing agreements for such services.
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The maximum number of shares (subject to adjustment as aforesaid) which
may be issued under the corporation's plan is 100,000,000.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
DOMINIX, INC.
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By: Xxxxxx X. Xxxxxxxx,
President and Sole Director
(This Agreement shall be filed with the
minutes of meetings of Dominix directors and
shall be deemed sufficient consent to the
issuance of the Restricted Stock)
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Recipient
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