EXHIBIT
4.1

    


    XIOM
Corp.

    


    2009
Employee and Consultant Stock Plan

    


    1.  
Purpose . The
purpose of this 2009 Employee and Consultant Stock Plan (“Plan”) is to provide
compensation in the form of common stock (“Common Stock”) of XIOM
Corp.(“Corporation”) to employees and “eligible consultants” (as defined in
Section 3 hereof) who have previously rendered services to the Corporation or
who will render services to the Corporation in the future.

    


    2.  
Administration
.. (a) This Plan shall be administered by the Board of Directors of the
Corporation who may from time to time (i) issue orders or adopt resolutions not
inconsistent with the provisions of this Plan and (ii) interpret the provisions
and supervise the administration of the Plan. The President of the Corporation
shall make initial determinations as to which employees and “eligible
consultants” (including professionals and advisors) will be considered to
receive shares of Common Stock under the Plan and on what terms and conditions.
The President of the Corporation will provide a list of such individuals to the
Board of Directors. All final determinations under the Plan shall be made by the
affirmative vote of a majority of the members of the Board of Directors at a
meeting called for such purpose, or reduced to writing and signed by a majority
of the members of the Board of Directors. Subject to the Corporation’s Bylaws,
all decisions by the Board of Directors in selecting employees and “eligible
consultants,” establishing the number of shares and construing the provisions of
this Plan shall be final, conclusive and binding on all persons, including the
Corporation, shareholders, employees and “eligible consultants.”

    


    3.  
Eligible
Consultants . The Corporation may engage “advisors” and/or “consultants,”
who are residents of the United States of America and who may participate in
this Plan in the future, as long as such “advisors” and/or “consultants” fit the
definition of “employee” included the General Instructions to Securities and
Exchange Commission (“SEC”) Form S-8, which define the term “employee” to
include any employee, director, general partner, officer, consultant or advisor.
Such General Instructions impose three essential limitations on “consultants”
and “advisors” eligible for participation in a plan covered by SEC Form S-8.
Therefore, in order for a “consultant” or “advisor” to the Corporation to be an
“eligible consultant” under this Plan and to be eligible to receive shares of
Common Stock under this Plan and pursuant to a Form S-8 filed by the Corporation
with the SEC, such “consultant” and/or “advisor” (i) must be a natural person;
(ii) must provide bona fide services to the Corporation; and (iii) the services
rendered by such “consultant” or “advisor” may not be in connection with the
offer or sale of securities in a capital-raising transaction and may not
directly or indirectly promote or maintain a market for the Corporation’s
securities.

    


    4.  
Shares Subject to the
Plan . The total number of shares of Common Stock subject to this Plan is
600,000.

     

    
      
         


      

      
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    5.  
Investment
Intent . Unless and until the sale and issuance of Common Stock subject
to the Plan are registered under the Securities Act of 1933, as amended
(“Securities Act”). or shall be exempt from registration pursuant to the rules
promulgated thereunder, each grant of Common Stock under the Plan shall provide
that the acquisitions of Common Stock hereunder shall be for investment purposes
and not with a view to, or for resale in connection with, any distribution
thereof. Further, unless the issuance and sale of the Common Stock has been
registered under the Securities Act, each grant of Common Stock shall provide
that no shares shall be sold unless and until (i) all then applicable
requirements of state and federal laws and regulatory agencies shall have been
fully complied with to the satisfaction of the Corporation and its counsel; and
(ii) if requested to do so by the Corporation, the person who is to receive a
grant of Common Stock pursuant to the Plan shall have executed and delivered to
the Corporation a letter of investment intent and/or such other form related to
applicable exemptions from registration, all in such form and substance as the
Corporation may required.

    


    6.  
Stock Splits, Stock
Dividends, Combinations or Reclassifications . In the event of any change
in the outstanding stock of the Corporation by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger or
similar event (“Adjusting Event”), the Board of Directors may adjust
proportionally (a) the number of shares of Common Stock reserved under the Plan,
which have not been granted as of the effective date of such Adjusting
Event.

    


    7.  
Withholding .
The Corporation shall have the right to deduct from any grant of Common Stock an
appropriate number of shares for payment of taxes by law or to take such other
action as may be necessary in the opinion of the Corporation to satisfy all
obligations for withholding of such taxes. If Common Stock is used to satisfy
tax withholding, such stock shall be valued in good faith by the Board of
Directors, who may use reported trading data from the Over-the-Counter Bulletin
Board for the five trading days preceding such withholding.

    


    8.   Governing
Law . The Plan and all
determinations made and action taken pursuant hereto, to the extent not
otherwise governed by the securities laws of the United States, shall be
governed by the law of the State of Delaware and construed
accordingly.

    


    9.  
Termination of the
Plan . This Plan shall terminate upon the issuance of all shares
available under the Plan or when it is otherwise terminated by the Board of
Directors.

    


    10.
  Effective Date
of the Plan . This Plan shall become effective upon its adoption by the
Board of Directors.

     

    
      
         


      

      
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    CERTIFICATION
OF ADOPTION

    (By the
Board of Directors)

    


    The
undersigned, being the sole members of the Board of Directors of XIOM Corp.
hereby certify that the foregoing Plan was adopted by unanimous vote of the
Board of Directors on October 22 , 2009.

    


    
      
        
          
            
              	
                      /s/
      Andrew Mazzone

                    	 
      
	
                      Andrew
      Mazzone, Director

                    	 
      
	 
      	 
      
	
                      /s/
      Thomas Gardega

                    	 
      
	
                      Thomas
      Gardega, Director

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
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