Filed by Avantafile.com - The Pulse Beverage Corporation - Exhibit 10-10





 

     

THE PULSE BEVERAGE CORPORATION

2011 EQUITY INCENTIVE PLAN

STOCK BONUS AGREEMENT


            Unless
otherwise defined herein, capitalized terms used in this Stock Bonus Agreement (this
“Stock Bonus Agreement”) shall have the meanings ascribed in the The Pulse
Beverage Corporation 2011 Stock Incentive Plan (the “Plan”). 


I.  NOTICE OF STOCK BONUS
GRANT 


_________________________________ 


_________________________________ 


_________________________________ 

[Participant’s Name and Address] 


            The
Company is pleased to inform you that, subject to the terms and conditions of
the Plan
and this Stock Bonus Agreement, you have been granted bonus shares of Common
Stock 


(“Bonus
Shares”), as follows: 


	Grant
  Number:	_________________________________
	 	 
	Date
  of Grant:	_________________________________
	 	 
	Number
  of Bonus Shares:	_________________________________


            Vesting
Schedule:  The Bonus Shares shall be vested immediately upon the date of grant set
forth above. 




 II. 
AGREEMENT 

	 	A.  Grant of Bonus Shares. 


            The
Board hereby grants to the Participant named in the Notice of Grant contained
in Part I of this Stock Bonus Agreement (the “Notice of Grant”) the Bonus
Shares set forth in the Notice of Grant, subject to the terms and conditions of
the Plan, which is incorporated herein by reference.  In the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Stock Bonus Agreement, the terms and conditions of the Plan
shall prevail. 

	 	B.
Stock Certificates. 



	 	           (a)
Concurrently herewith, the Company shall issue one or more stock certificates
in the Participant’s name evidencing the Bonus Shares.  The Participant agrees
to execute such further instruments and to take such further actions as the Board
may deem necessary or advisable for purposes of facilitating the enforcement of
this Stock Bonus Agreement. 



	 	C.
Tax Obligations. 



	 	           (a)  The
Participant shall be solely responsible for the payment of any and all federal,
state and other taxes that may be imposed on the Participant by reason of the
acquisition of the Bonus Shares. 



	 	           (b)  The
Participant agrees to make appropriate arrangements with the Company (or the
Parent or Subsidiary employing or retaining the Participant) for the
satisfaction of all Federal, state, local and foreign income and employment tax
withholding requirements applicable to the receipt of the Bonus Shares.  The
Participant acknowledges and agrees that the Company may refuse to issue the Bonus
Shares if such withholding amounts are not delivered. 



	 	D.
Entire Agreement; Governing Law. 


           The
Plan and this Stock Bonus Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and the Participant with
respect to the subject matter hereof, and may not be modified adversely to the
Participant’s interest except by means of a writing signed by the Company and
the Participant.  This Stock Bonus Agreement is governed by the internal
substantive laws, but not the choice of law rules, of Nevada. 

	 	E.  NO GUARANTEE OF CONTINUED SERVICE. 


           THE
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS STOCK BONUS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT
TO TERMINATE THE PARTICIPANT’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. 




 
            By
your signature and the signature of the Company’s representative below, you and
the Company agree that the Bonus Shares are granted under and governed by the
terms and conditions of the Plan and this Stock Bonus Agreement.  By your
signature below, you acknowledge and agree that you have reviewed the Plan and
this Stock Bonus Agreement in their entirety, have had an opportunity to obtain
the advice of counsel prior to executing this Stock Bonus Agreement and fully
understand all provisions of the Plan and this Stock Bonus Agreement.  You
hereby agree to accept as binding, conclusive and final all decisions or interpretations
of the Board upon any questions relating to the Plan and this Stock Bonus Agreement. 
You further agree to notify the Company upon any change in the residence
address indicated below. 


           This
Stock Bonus Agreement may be executed by facsimile and in counterparts, each of
which shall be deemed an original, but both of which shall constitute one and
the same instrument. 


PARTICIPANT:



 _______________________ 
  

  Signature


_______________________  
  

  Print
Name 


Residence
Address: 


_______________________


_______________________


_______________________  



THE
PULSE BEVERAGE CORPORATION 


____________________________
By:  

Name: 

Title: