f10k2009ex10iv_gws.htm


    Exhibit
10.4

     

    
      INCENTIVE
STOCK OPTION AGREEMENT

       

      THIS
INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made and entered into in
duplicate this 18th day of March, 2009 between GWS Technologies, Inc., a
Delaware corporation having a principal place of business at 15455 N.
Greenway-Hayden Loop, Suite C4, Scottsdale, AZ 85260 ("Employer"), and Eric
Johnson ("Holder"), with respect to the following facts:

       

      Pursuant
and subject to the Employer's 2007 Stock Option Plan, a copy of which is
furnished to the Holder with a copy of this Agreement and the provisions of
which, by this reference, are made a part of this Agreement as though specified
completely and specifically verbatim in this Agreement (the "Plan"), the
Employer's Board of Directors has determined that it is in the best interests of
the Employer and its stockholders to grant the Option provided for herein to the
Holder. The parties agree as follows:

       

      Option
Granted

       

      1. Employer
grants to Holder an Option to purchase 500,000 shares of $.001 par value common
stock of Employer at a purchase price of $0.25 per share ("Option"), such Option
being further subject to the provisions of the Plan, as administered by the
Option Committee or the entire Board in the event there is no standing Option
Committee.

       

      Time of
Exercise of Option

       

      2. The
Holder may exercise the Option at any time, and from time to time, during the
exercise period, which begins on March 18, 2009 and terminates on March 18,
2012, so long as at all times, beginning with the date of the grant of the
Option and ending thirty (30) days prior to the date of exercise, or twelve (12)
months prior to the date of exercise, if Holder is disabled within the meaning
of Internal Revenue Code Section 22(e)(3), Holder remains employed by the
Employer. For purposes of this Agreement, "employment" and "employed" mean that
Employee is employed by Employer or a parent or subsidiary corporation of
Employer or is a consultant to the Employer during that time.

       

      Method of
Exercise

       

      3. The
Option shall be exercised by written notice delivered to Employer at its
principal place of business, specifying the number of shares of common stock of
Employer for which the Option is being exercised. The notice must be accompanied
by payment (by cash, check, or other means of
payment as specified by the Option Committee or the entire Board in the event
that there is no standing Option Committee) for the amount of the purchase price
for the shares of common stock of Employer purchased pursuant to the exercise of
the Option.

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      Capital
Adjustments

       

      4.(a) The
existence of the Option shall not affect in any way the right or power of
Employer or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in Employer's capital
structure or its business, or any merger or consolidation of Employer or any
issue of bonds, debentures, preferred stock having a preference to or affecting
Employer's common stock or the rights thereof, or the issuance of any securities
convertible into any such common stock or of any rights, options, or warrants to
purchase any such common stock, or the dissolution or liquidation of Employer,
any sale or transfer of all or any part of its assets or business, or any other
act or proceeding of Employer, whether of a similar character or
otherwise.

       

      (b) The
securities with respect to which the Option is granted are shares of the common
stock of Employer as presently constituted, but if and whenever, prior to the
delivery by Employer of all the shares of the common stock with respect to which
the Option is granted, Employer shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of such common stock outstanding
without receiving compensation therefore in money, services, or property, the
number of shares of such common stock then remaining subject to the Option shall
be adjusted as specified in the Plan, and as determined by the Employer's Option
Committee or Board of Directors.

       

      Merger
and Consolidation

       

      5. (a)
Following the merger of one or more corporations with and into Employer or any
consolidation of Employer and one or more corporations in which Employer is the
surviving corporation, the exercise of the Option shall apply to the shares of
common stock of the surviving corporation.

       

      (b)
Notwithstanding any other provision of this Agreement, the Option shall
terminate on the dissolution or liquidation of Employer.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        
        

      

      Representations
of Employer

       

      6. During
such time as the Option remains outstanding and unexpired, Employer will reserve
for issuance, upon the exercise of the Option, the number of shares of
Employer's common stock that are subject to the Option. The shares of Employer's
common stock subject to the Option, when issued, shall be fully paid and
nonassessable. Holder will pay, when due and payable, any federal, state or
other personal income tax payable by Holder because of (i) the grant of the
Option; (ii) the issuance of any shares of the Employer's common stock upon
exercise thereof; or (iii) any subsequent disposition of such
shares.

       

      Withholding
Taxes

       

      7. If
Employer determines that it is required to withhold federal, state or local tax
as a result of the exercise of the Option, Holder, as a condition to the
exercise of the Option, shall make arrangements satisfactory to Employer to
enable it to satisfy such withholding requirements.

       

      Committee
Determination Final

       

      8. The
interpretation of the Plan and this Agreement, including any inconsistency
between the two documents, shall be reserved to and made by the Option
Committee, which is the Committee of the Board of Directors of Employer provided
for in the Plan. The Option Committee's determinations shall be final as between
the parties hereto, unless otherwise determined by the Board of Directors of
Employer.

       

      Transfer
of Option

       

      9. During
Holder's lifetime, the Option shall be exercisable only by Holder. The Option
shall not be transferable by Holder, other than by the laws of descent and
distribution upon Holder's death. In the event of Holder's death during
employment or during the applicable period after termination of employment
specified in Paragraph 2 of this Agreement, Holder's personal representatives
may exercise any portion of the Option that remains unexercised at the time of
Holder's death; provided, however, that any such exercise must be made, if at
all, during the period within one year after Holder's death.

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      Rights as
Shareholder


       

      
      

      10.
Holder will not be deemed to be a holder of any shares of Employer's common
stock pursuant to the exercise of the Option until Holder pays the purchase
price therefor and a stock certificate is delivered to Holder for those shares.
No adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is delivered.

       

      IN
WITNESS WHEREOF, the parties have made and entered into this Agreement in
duplicate on the date specified in its preamble.

       

       

      
        
          	EMPLOYER	 	 	
                  HOLDER

                   

                	 
	GWS
      Technologies, Inc., 	 	 	 	 
	
                  a
      Delaware corporation

                   

                	 	 	 	 
	
                  By: 
      /s/  Richard Reincke  

                	 	 	
                  /s/ 
      Eric Johnson 

                	 
	
                  Its: 
      Secretary

                	 	 	
                  Eric
      Johnson

                	 


        

      

       

       

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