Exhibit 4.01
ADUROMED INDUSTRIES,
INC.
STOCK OPTION
AGREEMENT
WITH JOSEPH
ESPOSITO
This
Non-Statutory Option Agreement (the "Agreement") is made and
entered into as of August 4, 2008 by and among ADUROMED INDUSTRIES,
INC., a Delaware Corporation with a principal of business at 3
Trowbridge Drive, Bethel, Connecticut 06801, of the one part
(hereinafter referred to as “AII” or the
“Corporation”), and Joseph Esposito,
of the other part (the
"Optionee").
RECITALS
WHEREAS, by
action unanimously taken by the Board of Directors of the
Corporation on July 31, 2008, the Board approved the 2008
Non-Statutory Stock Option Plan (“Plan”) of the
Corporation and authorized the Corporation to provide for the
granting of option rights under the Plan to employees, consultants
and non-employee directors of the Corporation and the
Corporation’s wholly-owned subsidiary, Aduromed Corporation
(“Aduromed”), to purchase shares of the
Corporation’s common stock, par value $0.0001 per share
(“Common Stock”) in connection with the transactions
contemplated by that certain Master Restructuring Agreement, dated
as of July 10, 2008 by and among the Corporation, Aduromed and the
other signatories listed on the signature pages thereto (the
“MRA”); and
WHEREAS, in
order to facilitate the purpose of the MRA, the Corporation wishes
to grant to Optionee the right and option to purchase 12,000,000
shares of Common Stock under the Plan;
NOW ,
THEREFORE, the parties hereto hereby agree as follows:
1. Grant of Option. The Corporation
hereby grants to Optionee and to his permitted designees and
assignees, the right and option (“Option”) to purchase
a total of 12,000,000 shares of Common Stock (the “Optioned
Shares”). It is understood and acknowledged that this Option
is designated as a non-statutory stock option that will not qualify
as an incentive stock option under Section 422 of the Internal
Revenue Code (the “Code”).
2. Option Price. The price to be paid for
the Optioned Shares to be issued upon exercise of this Option or
any part thereof shall be $0.025 per share (the "Exercise
Price").
The rights to exercise this Option shall vest
with respect to 4,000,000 shares of Common Stock immediately, with
respect to an additional 4,000,000 shares of Common Stock on August
4, 2009, and with respect to the remaining 4,000,000 shares of
Common Stock on August 4, 2010.
4. Securities Law Requirements. To the
extent this Option shall have vested as provided in Section 3
above, it may be exercised in whole or in part at any time, subject
to an opinion of legal counsel for the Corporation (which shall not
be unreasonably withheld by the Corporation) that, at the time of
such exercise, the issuance of the Optioned Shares is in compliance
with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated there under (the "Securities
Act").
5. Term of the Options. The Option shall
remain exercisable as to Optioned Shares for five (5) years from
the date of vesting of such Optioned Shares.
Should the Optionee’s service be
terminated for cause (as defined in the consulting agreement with
the Corporation applicable to Optionee), then in any such event
this Option shall terminate immediately and with respect to all
unvested shares of Common Stock.
In the event Optionee is unable to continue as a
consultant as a result of his total and permanent disability (as
defined in Section 22(e)(3) of the Code), all of Optionee's
unvested Options shall immediately vest and become exercisable and
the term of any such Options shall be extended to the fifth
anniversary of Optionee's consultancy termination date.
During the term
of this Option if the Optionee was at the time of his death still
engaged as a consultant, all of the Optionee's unvested Options
shall immediately vest and become exercisable and the term of any
such Options shall be extended to the fifth anniversary of the
Optionee's date of death and the Option may be exercised by the
Optionee’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance.
If during the
term of this Agreement and while the Optionee remains a consultant
of the Corporation, the Corporation shall be subject to a Change in
Control, then in such case all of the Optionee's unvested Options
shall immediately vest and become exercisable and the term of any
such Options shall be extended to the fifth anniversary of the date
of Change in Control.
"Change in
Control" shall mean any merger, consolidation, sale of assets or
other similar transaction or series of transactions involving the
Corporation, other than any such transaction or transactions
following which the Corporation or its stockholders continue to own
a majority of the combined voting power of the outstanding
securities of the Corporation or other entity surviving or
succeeding to the business of the Corporation.
6.
Registration Rights. The Corporation hereby covenants and
agrees to register on an SEC Form S-8, or other applicable SEC
Form, as soon as reasonably practicable, as may be necessary under
the Securities Laws to permit the resale of the Optioned Shares
issued upon exercise of this Option by the Optionee.
7. Nontransferability. Except as
otherwise provided herein or unless the Corporation otherwise
consents in writing, the rights of Optionee hereunder shall be
non-assignable and non-transferable by the Optionee, either
voluntarily or by opera