ex4_7.htm


    
      
        

      

    

    
      Exhibit
4.7

    

     

    CYIOS
CORPORATION

    


    2009
CONSULTANT AND ADVISOR STOCK PLAN

    (as
adopted October 22, 2009)

    


    


    ARTICLE
I

    


    PURPOSE;
DEFINITIONS; TERM

    


    1.1           Purpose.  The
purpose of this 2009 Consultant and Advisor Stock Plan is to promote the overall
success of CYIOS Corporation, a Nevada corporation, by attracting and retaining
long-term relationships with the best available consultants and advisors and
providing such persons with additional incentives or inducements to advance the
Company’s business.

    


    1.2           Definitions.  Unless
the context clearly indicates otherwise, the following terms shall have the
meanings set forth below:

    


    “Award” or “Awards” shall mean the shares
of Common Stock granted by the Committee in accordance with Article V of this
Plan.

    


    “Board” shall mean the board of
directors of the Company.

    


    “Code” shall mean the Internal
Revenue Code of 1986, as the same may be hereafter amended from time to time,
and any successor statute or statutes thereto.

    


    “Common Stock” or “Common Shares” shall mean the
Company’s common stock, par value $0.001 per share.

    


    “Company” shall mean CYIOS
Corporation, a Nevada corporation, and any present or future parent or
subsidiary of the Company within the meaning of Sections 424(e) and 424(f),
respectively, of the Code.

    


    “Continuous Status as a Consultant or
Advisor” shall mean the absence of any interruption, expiration, or
termination of a Recipient’s consulting or advisory relationship with the
Company.  Continuous Status as a Consultant or Advisor shall not be
considered interrupted in the case of any temporary interruption in a
Recipient’s availability to provide services to the Company; provided, however, that the Committee:
(a) authorize such temporary interruption in writing; and (b) may suspend the
vesting of any then outstanding Award until such time as the Recipient resumes
providing services to the Company.  Continuous Status as a Consultant
or Advisor shall not be considered terminated if a consultant or advisor accepts
employment with the Company.

    


    “Eligible Persons” shall have
the meaning set forth in Section 4.1 of this Plan.

    


    “Fair Market Value” shall mean,
as of any date, the value of a share of the Company’s Common Stock determined as
follows:

    


    (a)            if
such Common Stock is publicly traded and is then listed on a national securities
exchange, its closing price on the date of determination, or on the last
preceding date on which it was traded, on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading;

    


    (b)            if
such Common Stock is quoted by an established quotation service for
over-the-counter securities, its closing price on the date of determination, or
on the last preceding date on which it was traded; or

    



    
      
         


      

      
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    (c)           if
neither of the foregoing is applicable, by the Committee in good faith in
accordance with the requirements of Section 409A of the Code.

    


    “Plan” shall mean this 2009
Consultant and Advisor Stock Plan.

    


    “Committee” shall mean: (a) the
Committee appointed by the Board to administer this Plan pursuant to Section 2.1
hereof; or (b) if no such Committee has been appointed, the Board.

    


    “Recipient” shall mean any
Eligible Person who receives an Award pursuant to this Plan.

    


    1.3           Term of Plan.  This
Plan shall be effective upon its adoption by the Board and shall continue in
effect for a period of ten (10) years from the date thereof, unless sooner
terminated pursuant to Section 7.1 hereof.

    


    ARTICLE
II

    


    ADMINISTRATION
OF THE PLAN

    


    2.1           Administration.

    


    (a)           This
Plan shall be administered by the Board.

    


    (b)           The
Board may, in its sole and absolute discretion, appoint a Committee consisting
of not less than one (1) member of the Board to administer this Plan on behalf
of the Board, subject to such terms and conditions as the Board may
prescribe.  Once appointed, such Committee shall continue to serve
until otherwise directed by the Board.

    


    (c)           The
Board may, from time to time, increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, or remove
all members of the Committee and thereafter directly administer this
Plan.

    


    2.2           Power to Make
Awards.  Subject to the provisions of the Company’s Articles of
Incorporation and this Plan, the Committee shall have the authority
to:

    


    (a)           grant
Awards;

    


    (b)           determine
the Fair Market Value of an Award;

    


    (c)           determine
Eligible Persons, the time or times at which an Award shall be granted and the
number of Common Shares to be represented by an Award;

    


    (d)           interpret
this Plan and the terms of any Award granted hereunder;

    


    (e)           prescribe,
amend and rescind rules and regulations relating to this Plan; and

    


    (f)           make
all other determinations deemed necessary or advisable for the implementation
and administration of this Plan.

    


    2.3           Effect of Committee
Determinations.  The determinations, decisions and
interpretations of the Committee under this Plan (including, without limitation,
determinations pertaining to persons qualifying as Eligible Persons, the form,
amount and timing of Awards, and the other terms and provisions of Awards and
any certificates or agreements evidencing same) need not be uniform and may be
made by the Committee selectively among persons who receive, or are eligible to
receive, Awards under this Plan, whether or not such persons are similarly
situated.  All actions taken and all determinations, decisions and
interpretations made under this Plan in good faith by the Committee shall be
final and binding upon the Recipient, the Company, and all other interested
persons.

     

     

    
      
        
        

      

      
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    ARTICLE
III

    


    SHARES
SUBJECT TO THE PLAN

    


    3.1           Maximum Number of Common Shares
Authorized for Issuance Under Plan.  Subject to the provisions
of Article VI hereof, the maximum aggregate number of shares which may be issued
under this Plan is three hundred sixteen thousand six hundred sixty-seven
(316,667) shares of Common Stock.  The shares may be authorized, but
unissued, or reacquired Common Stock.

    


    ARTICLE
IV

    


    ELIGIBILITY

    


    4.1           Eligible
Persons.  Awards may be granted to consultants and advisors who
provide consulting and/or advisory services to the Company (“Eligible Persons”); provided, however, that such services
are not in connection with the offer or sale of securities in a capital-raising
transaction.  In no event may shall any employee, full or part-time,
of the Company be eligible for the grant of an Award under this
Plan.  Notwithstanding the foregoing, the fact that a Recipient of an
Award subsequently becomes an employee of the Company shall not affect such
Recipient’s Award; provided, however, that the Recipient’s
Continuous Status as a Consultant or Advisor was uninterrupted prior to his or
her commencement of employment with the Company.

    


    4.2           Continued
Relationship.  Nothing in this Plan or any Award granted
hereunder shall confer upon a Recipient any right to continue or require the
continuance of the Recipient’s consulting or advisory relationship with the
Company, nor shall it interfere in any way with the Recipient’s right or the
Company’s right to terminate such relationship at any time, with or without
consent.

    


    ARTICLE
V

    


    AWARDS

    


    5.1           Granting of
Awards.  The Committee may, from time to time, subject to the
provisions of the Company’s Articles of Incorporation, this Plan and such other
terms and conditions as the Committee may prescribe, grant to any Eligible
Person an Award of one or more shares of Common Stock.  The grant of
an Award or of the right to receive an Award shall be evidenced by a written
consulting agreement or a separate written agreement confirming such grant,
executed by the Company and the Recipient and shall state the number of Common
Shares granted and all terms and conditions of such grant.

    


    5.2           Basis of
Awards.  The Committee, in its sole and absolute discretion,
may grant an Award in any of the following instances:

    


    (a)           as
a “bonus” or “reward” for services previously rendered and compensated, in which
case the Recipient of an Award shall not be required to pay any consideration
for such Award, and the value of the Award shall be the Fair Market Value as of
its date of grant; or

    


    (b)           as
“compensation” for the previous or future performance of services or attainment
of goals, in which case the Recipient of an Award shall not be required to pay
any consideration for such Award (other than the performance of
services).


    
      
         


      

      
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    ARTICLE
VI

    


    ADJUSTMENTS

    


    6.1           Adjustments Upon Changes in
Capitalization or Merger. If any change is made to the Company’s Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Shares as a class without the Company’s receipt of
consideration, appropriate adjustments shall be made to the maximum number
Common Shares issuable pursuant to Section 3.1 of this Plan.  For
purposes of this Section 6.1, conversion of any convertible securities of the
Company into Common Shares shall not be deemed to have been effected “without
receipt of consideration”.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reasons thereof shall be made with respect to, the number of shares of Common
Stock subject to an Award.

    


    ARTICLE
VII

    


    AMENDMENT,
MODIFICATION OR TERMINATION OF PLAN

    


    7.1           Amendment, Modification or
Termination of the Plan.   The Board may amend, modify or
terminate this Plan from time to time in such respects as the Board may deem
advisable.

    


    7.2           Effect of Amendment, Modification or
Termination.  Except as otherwise provided herein, any
amendment or termination of this Plan shall not affect an Award already granted
and such an Award shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed upon by the Recipient and the
Board, which agreement must be in writing and signed by the Recipient and the
Company.

    


    ARTICLE
VIII

    


    COMPLIANCE
WITH APPLICABLE LAWS; RESERVATION OF SHARES

    


    


    8.1           Conditions upon Issuance of
Shares.  Shares of the Company’s Common Stock shall not be
issued pursuant to an Award unless the issuance and delivery of such Common
Shares pursuant to thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any securities exchange or
quotation service upon which the Common Shares may then be listed or quoted, as
the case may be, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

    


    8.2           Compliance with
Laws.  The Committee may at any time or from time to time,
without receiving further consideration from any Eligible Person who may become
entitled to receive or who has received the grant of an Award hereunder, modify
or amend Awards granted under this Plan as required to comply with changes in
securities, tax or other laws, rules, regulations or regulatory interpretations
thereof applicable to this Plan or Awards granted hereunder.

    


    8.3           Reservation of Shares. The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Common Shares as shall be sufficient to satisfy the
requirements of this Plan.

     

     

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