Exhibit 4.4
L.A.M. PHARMACEUTICAL, CORP.
STOCK BONUS PLAN
(As amended on April 29, 2005)
l.
Purpose . The purpose of this Stock Bonus Plan is to
advance the interests of L.A.M. Pharmaceutical, Corp. (the
“Company”) and its shareholders, by encouraging and
enabling selected officers, directors, consultants and key
employees upon whose judgment, initiative and effort the Company is
largely dependent for the successful conduct of its business, to
acquire and retain a proprietary interest in the Company by
ownership of its stock, to keep personnel of experience and ability
in the employ of the Company and to compensate them for their
contributions to the growth and profits of the Company and thereby
induce them to continue to make such contributions in the
future.
2.
Definitions.
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A.
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“Board” shall mean the board of
directors of the Company.
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B.
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“Committee” means the directors duly
appointed to administer the Plan.
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C.
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“Plan” shall mean this Stock Bonus
Plan.
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D.
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“Bonus
Share” shall mean the shares of common stock of the
Company reserved pursuant to Section 4 hereof and any such
shares issued to a Recipient pursuant to this
Plan.
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E.
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“Recipient” shall mean any
individual rendering services for the Company to whom shares
are granted pursuant to this Plan.
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3.
Administration of Plan . The Plan shall be
administered by a committee of two or more directors appointed by
the Board (the “Committee”). The Committee shall report
all action taken by it to the Board. The Committee shall have full
and final authority in its discretion, subject to the provisions of
the Plan, to determine the individuals to whom and the time or
times at which Bonus Shares shall be granted and the number of
Bonus Shares; to construe and interpret the Plan; and to make all
other determinations and take all other actions deemed necessary or
advisable for the proper administration of the Plan. All such
actions and determinations shall be conclusively binding for all
purposes and upon all persons.
4.
Bonus Share Reserve . There shall be established a
Bonus Share Reserve to which shall be credited 52,000,000 shares of
the Company's common stock. In the event that the shares of common
stock of the Company should, as a result of a stock split or stock
dividend or combination of shares or any other change, or exchange
for other securities by reclassification, reorganization, merger,
consolidation, recapitalization or otherwise, be increased or
decreased or changed into or exchanged for, a different number or
kind of shares of stock or other securities of the Company or of
another corporation, the number of shares then remaining in the
Bonus Share Reserve shall be appropriately adjusted to reflect such
action. Upon the grant of shares hereunder, this reserve shall be
reduced by the number of shares so granted. Distributions of Bonus
Shares may, as the Committee shall in its sole discretion
determine, be made from authorized but unissued shares or from
treasury shares. All authorized and unissued shares issued as Bonus
Shares in accordance with the Plan shall be fully paid and
non-assessable and free from preemptive rights.
5.
Eligibility, and Granting and Vesting of Bonus Shares
. Bonus Shares may be granted under the Plan to the Company's (or
the Company’s subsidiaries) employees, directors and
officers, and consultants or advisors to the Company (or its
subsidiaries), provided however that bona fide services shall be
rendered by such consultants or advisors and such services must not
be 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 Company’s
securities.
The
term “employee” includes former employees as well as
executors, administrators or beneficiaries of the estates of
deceased employees, guardians or members of a committee for
incompetent former employees, or similar persons duly authorized by
law to administer the estate or assets of former
employees.
The
Committee, in its sole discretion, is empowered to grant to an
eligible participant a number of Bonus Shares as it shall determine
from time to time. Each grant of these Bonus Shares shall become
vested according to a schedule to be established by the Committee
at the time of the grant. For purposes of this plan, vesting shall
mean the period during which the recipient must remain an employee
or provide services for the Company. At such time as the employment
of the Recipient ceases, any shares not fully vested shall be
forfeited by the Recipient and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion, may also impose
restrictions on the future transferability of the bonus shares,
which restrictions shall be set forth on the notification to the
Recipient of the grant.
The
aggregate number of Bonus
