EX-4.3

     

    EV
INNOVATIONS, INC.

    


    2009
RESTRICTED STOCK PLAN

    


    
      	
              1.

            	
              Purpose
      of the Plan

            


    

    


    The purpose of the EV Innovations, Inc.
2009 Restricted Stock Plan is to provide for a plan pursuant to which the Board
of Directors of EV Innovations, Inc., a Nevada corporation, can issue stock as
compensation for services rendered or to be rendered by eligible Participants
(as defined below).

    


    
      	
              2.

            	
              Definitions

            


    

    


    Wherever the following capitalized
terms are used in this Plan, they shall have the meanings specified
below:

    


    (a) "Award" means a grant of Common
Stock to a Participant under the Plan including, without limitation, a
Restricted Stock Award.

    


    (b) "Award Agreement" means an
agreement entered into between the Corporation and a Participant setting forth
the terms and conditions of an Award granted to a Participant.

    


    (c) "Board" means the Board of
Directors of the Corporation.

    


    (d) "Common Stock" means the common
stock of the Corporation.

    


    (e) "Corporation" means EV Innovations,
Inc., a Nevada corporation.

    


    (f) "Date of Grant" means the date on
which an Award under the Plan is made by the Board, or such later date as the
Board may specify to be the effective date of the Award.

    


    (g) "Effective Date" means the
Effective Date of this Plan, as defined in Section 8.1 hereof.

    


    (h) "Eligible Person" means any person
who is an employee of or consultant or advisor to the Corporation and who
provides bona fide services for the Corporation, where the services are not in
connection with the offer or sale of securities in a capital raising transaction
and where the services do not directly or indirectly promote or maintain a
market for the Corporation’s Common Stock.  In no case shall an Award
be made under the Plan where the Common Stock granted in the Award is not
eligible for registration pursuant to Form S-8 (or any successor form
promulgated for the same general purposes by the Securities and Exchange
Commission) under the U.S. Securities Act of 1933, as amended.

    


    (i) "Fair Market Value" of a share of
Common Stock as of a given date means the value as determined by the Board based
on the recent trading history of the Common Stock in the over-the-counter market
or, if the Common Stock is not traded in the over-the-counter market, the value
as determined in good faith by the Board.

    


    (j) "Participant" means any Eligible
Person who holds an outstanding Award under the Plan.

     

    
      
        
        

      

      
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    (k) "Plan" means the EV Innovations,
Inc. 2009 Restricted Stock Plan as set forth herein, as it may be amended from
time to time.

    


    (l) "Restricted Stock Award" means an
award of restricted stock under Section 6 hereof entitling a Participant to
shares of Common Stock that are nontransferable and subject to forfeiture until
specific conditions established by the Board are satisfied.

    


    
      	
              3.

            	
              Shares
      of Common Stock Subject to the Plan

            


    

    


    3.1. Number of Shares. Subject to the
following provisions of this Section 3, the aggregate number of shares of Common
Stock that may be issued pursuant to all Awards under the Plan is 3,000,000
shares of Common Stock. The shares of Common Stock to be delivered under the
Plan will be made available from authorized but unissued shares of Common Stock
or issued shares that have been reacquired by the Corporation. To the extent
that any Restricted Stock Award payable in Common Stock is forfeited, cancelled,
returned to the Corporation for failure to satisfy vesting requirements or upon
the occurrence of other forfeiture events, or otherwise terminates without
payment being made thereunder, shares of Common Stock covered thereby will no
longer be charged against the foregoing maximum share limitations and may again
be made subject to Awards under the Plan pursuant to such
limitations.

    


    3.2. Adjustments. If there shall occur
any recapitalization, reclassification,
stock dividend, stock split, reverse stock split, or other distribution with
respect to the shares of Common Stock, or other change in corporate structure
affecting the Common Stock, the Board may, in the manner and to the extent that
it deems appropriate and equitable to the Participants and consistent with the
terms of this Plan, cause an adjustment to be made in (i) the maximum number and
kind of shares provided in Section 3.1 hereof and in outstanding Awards, (ii)
the performance targets or goals applicable to any outstanding Awards or (iii)
any other terms of an Award that are affected by the event.

    


    
      	
              4.

            	
              Administration
      of the Plan

            


    

    


    The Plan shall be administered by the
Board. Subject to the express limitations of the Plan, the Board shall have
authority in its discretion to determine the Eligible Persons to whom, and the
time or times at which, Awards may be granted, the number of shares subject to
each Award, the time or times at which an Award will become vested, the
performance criteria, business or performance goals or other conditions of an
Award, and all other terms of the Award. The Board shall also have discretionary
authority to interpret the Plan, to make all factual determinations under the
Plan, and to make all other determinations necessary or advisable for Plan
administration. The Board may prescribe, amend, and rescind rules and
regulations relating to the Plan. All interpretations, determinations, and
actions by the Board shall be final, conclusive, and binding upon all
parties.

    


    
      	
              5. 

            	
              Eligibility
      and Awards

            


    

    


    All Eligible Persons are eligible to be
designated by the Board to receive an Award under the Plan. The Board has
authority, in its sole discretion, to determine and designate from time to time
those Eligible Persons who are to be granted Awards, the types of Awards to be
granted and the number of shares subject to the Awards that are granted under
the Plan. To the extent not documented in a separate agreement, each Award will
be evidenced by an Award Agreement in the form of Exhibit I hereto between the
Corporation and the Participant that shall include such terms and conditions
(consistent with the Plan) as the Board may determine; provided, however, that
failure to issue an Award Agreement shall not invalidate an Award.

     

    
      
        
        

      

      
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              6. 

            	
              Restricted
      Stock Awards

            


    

    


    6.1. Grant of Restricted Stock Awards.
A Restricted Stock Award to a Participant represents shares of Common Stock that
are issued subject to such restrictions on transfer and other incidents of
ownership and such forfeiture conditions as the Board may determine ("Restricted
Shares"). In connection with issuance of any Restricted Shares, the Board may
(but shall not be obligated to) require the payment of a specified purchase
price (which price may be less than Fair Market Value).

    


    6.2. Vesting Requirements. The
restrictions imposed on Restricted Shares issued under a Restricted Stock Award
shall lapse in accordance with the vesting requirements specified by the Board
in the Award Agreement, any other agreement covering the Restricted Stock Award
or the Board resolution authorizing the Restricted Stock award.

    


    6.3. Restrictions. Restricted Shares
may not be transferred or assigned (except by will or by the laws of descent and
distribution), or subject to any encumbrance, pledge or charge until all
applicable restrictions are removed or have expired, unless otherwise allowed by
the Board. The Board may require the Participant to enter into an escrow
agreement providing that the certificates representing the Restricted Shares
will remain in the physical custody of an escrow holder until all restrictions
are removed or have expired.

    


    6.4. Rights as a Stockholder. Subject
to the foregoing provisions of this Section 6, the Participant will have all
rights of a stockholder with respect to Restricted Shares held by him, including
the right to vote the shares and receive all dividends and other distributions
paid or made with respect thereto.

    


    
      	
              7. 

            	
              General
      Provisions

            


    

    


    7.1. Securities Laws. No shares of
Common Stock will be issued or transferred pursuant to an Award unless and until
all then applicable requirements imposed by United States and Canada federal,
provincial and state securities and other laws, rules and regulations and by any
regulatory agencies having jurisdiction, and by any stock exchanges upon which
the Common Stock may be listed, have been fully met. As a condition precedent to
the issuance of shares pursuant to an Award, the Corporation may require the
Participant to take any reasonable action to meet such requirements. The Board
may impose such conditions on any shares of Common Stock issuable under the Plan
as it may deem advisable, including, without limitation, restrictions under the
U.S. Securities Act of 1933, as amended, under the requirements of any stock
exchange upon which such shares of the same class are then listed, and under any
blue sky or other securities laws applicable to such shares.

    


    7.2. Tax Withholding. The Participant
shall be responsible for payment of any taxes or similar charges required by law
to be withheld from an Award or an amount paid in satisfaction of an Award,
which shall be paid by the Participant on or prior to the payment or other event
that results in taxable income in respect of an Award. The Award Agreement shall
specify the manner in which the withholding obligation shall be satisfied with
respect to the particular type of Award.

    


    7.3. Plan Binding on Transferees. The
Plan shall be binding upon the Corporation, its transferees and assigns, and the
Participant, his executor, administrator and permitted transferees and
beneficiaries.

    


    7.4. Construction and Interpretation.
Whenever used herein, unless the context requires otherwise, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender. Headings of Sections and paragraphs hereof are inserted for
convenience and reference and constitute no part of the Plan.

     

    
      
        
        

      

      
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    7.5. Severability. If any provision of
the Plan or any Award Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their
terms, and all provisions shall remain enforceable in any other
jurisdiction.

    


    7.6. Governing Law. The validity and
construction of this Plan and of the Award Agreements shall be governed by the
laws of the State of Nevada.

     

    
      
        	
                8.

              	
                Effective
      Date, Termination and Amendment

              


      

       

    

    8.1. Effective Date. The Plan shall
become effective on the date of its adoption by the Board.

    


    8.2. Termination. The Plan shall
terminate on the date immediately preceding the tenth anniversary of the date
the Plan is adopted by the Board.  The Board may, in its sole
discretion and at any earlier date, terminate the Plan. Notwithstanding the
foregoing, no termination of the Plan shall adversely affect any Award
theretofore granted without the consent of the Participant or the permitted
transferee of the Award.

    


    8.3. Amendment. The Board may at any
time and from time to time and in any respect, amend or modify the Plan. No
amendment or modification of the Plan shall adversely affect any Award
theretofore granted without the consent of the Participant or the permitted
transferee of the Award.

     

    
      
        
        

      

      
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    EXHIBIT
I

     

    STOCK OPTION
AGREEMENT

    


    


    This Stock Option Agreement (the
“Agreement”) is made and entered into as
of                      
, 20__, between EV
Innovations, Inc, a Nevada corporation (the “Company”), and _______________  (“Optionee”).

    


    Witnesseth:

    WHEREAS, Optionee has rendered to the
Company certain services and it is expected that Optionee will continue to
render services to the Company; and

    


    WHEREAS, The Company wishes to
compensate Optionee for such services by the grant of an option to purchase
shares of the Company’s Common Stock issued pursuant to the Company’s 2009
Restricted Stock Plan.

    


    NOW THEREFORE, in consideration of the
premises and of the mutual covenants herein set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Optionee, the parties hereto agree as
follows:

    


    1.  Grant of
Option.  The Company hereby irrevocably grants to the Optionee,
for the term and upon the conditions hereinafter provided, the right and option
(the “Option”) to purchase ________________shares of
the Company’s Common Stock, par value $.001 per share (the
“Stock”).  The Optionee is limited in the amount of this Option it may
exercise.  In no event shall the Optionee be entitled to exercise any
amount of this Option in excess of that amount upon exercise of which the sum of
(1) the number of shares of Common Stock beneficially owned (as such term is
defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of
1934 (the 1934 Act”) by the Optionee,  and (2) the number of shares of
Stock issuable upon the exercise of any Options then owned by Optionee, would
result in beneficial ownership by the Optionee of more than 4.99% of the
outstanding shares of Common Stock of the Company, as determined in accordance
with Rule13d-1(j) under the 1934 Act.  Furthermore, the Company shall
not process any exercise that would result in beneficial ownership by the
Optionee of more than 4.99% of the outstanding shares of Common Stock of the
Company.

     

    
      
        
        

      

      
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    2.  Purchase
Price.  The purchase price of the Stock covered by this Option
shall be _________ per
share.

    


    3.  Term of Option
and Vesting of Stock.  The term of the Option shall be for a
period of five (5) years from the date hereof, at which time the Option shall
automatically terminate, subject to earlier termination as provided in paragraph
6 hereof and extension as provided in paragraph 9 hereof.  The Option
shall become exercisable on the following basis:

    


    Date                                         Amount of Option
Exercisable

     

    
      
        
        

      

      
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    4.  Optionee’s Right As
Stockholder.  The Optionee shall have no rights as a
stockholder with respect to any shares of Stock covered by the Option until the
date of the exercise of the Option and the issuance of the shares of Stock
granted pursuant to the Option and then only to the extent that there has been
issued one or more certificates for such shares of Stock to said Optionee upon
the due exercise in whole or in part of the Option. No adjustment shall be made
for dividends (ordinary or extraordinary,  whether in cash, securities
or other property) or distributions or other rights for which the record date is
prior to the date such stock certificate or certificates are
issued.

    


    5.  Nontransferability and
Representations of Optionee.  This Option shall not be
transferable, and the Option may be exercised only by the
Optionee.  Furthermore, the Option (a) may not be assigned or
transferred, pledged, or hypothecated in any way, (b) shall not be assignable or
transferable by operation of law, and (c) shall not be subject to execution,
attachment, or similar process.  Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment, or similar process
upon the Option, shall be null and void and without force or
effect.

    


    6.  Changes in Capital
Structure.  The number of shares of Stock covered by the
Option, and the price per share thereof as set forth in this Agreement, shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of the Common Stock of the Company resulting from a
subdivision or consolidation of shares or the payment of a stock dividend (but
only on the Common Stock of the Company) or any other increase or decrease in
the number of the shares of Common Stock of the Company effected without receipt
of consideration by the Company.

     

    
      
        
        

      

      
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    If the Company shall be the surviving
corporation in any merger of consolidation, the Option shall pertain to and
apply to the securities to which a holder of the number of shares of Stock
subject to the Option would have been entitled.  A dissolution or
liquidation of the Company or a merger of consolidation in which the Company is
not the surviving corporation shall cause the Option to terminate, provided that
the Optionee shall, in such event, have the right during the twenty-one (21) day
period immediately prior to such dissolution or liquidation, or merger or
consolidation in which the Company is not the surviving corporation, as the case
may be, to exercise this Option in whole or in part.  The Company
shall provide at least thirty (30) days’ notice to the Optionee of any such
pending dissolution, liquidation, or merger or consolidation in which the
Company is not the surviving corporation, and shall inform the Optionee of the
right to exercise the Option within the specified twenty-one (21) day
period.

     

    In the event of a change in the Common
Stock of the Company as presently constituted, which is limited to a change of
all of its authorized shares with par value into the same number of shares with
a different par value, such change shall be deemed to be the Stock within the
meaning of the Option.

     

    To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Board of Directors in their sole and absolute discretion and the
Board of Directors’ determination in the respect shall be final, binding and
conclusive.

     

    Except as expressly provided above in
this paragraph 6, the Optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another corporation, and any issue by the
Company of shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of
Stock subject to the Option.

     

    
      
        
        

      

      
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    The grant of the Option to the Optionee
pursuant to the Agreement shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
the Company’s capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of the Company’s
business or assets.

     

    No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or property)
or distributions or other rights for which the record date is prior to the date
a certificate or certificates is or are issued to the Optionee with respect to
the Optionee’s exercise of this Option, except as expressly provided in this
paragraph 6.

     

    Any fractional shares of any class of
stock or securities resulting from any adjustments provided for in this
paragraph 6 shall be disregarded; under no circumstances shall the Company (or
any other corporation) be required to issue or transfer any fractional shares of
any class of stock or securities of the Company (or of any other corporation) as
a result of any adjustments provided for in this paragraph 6 or to pay for, or
otherwise compensate the holder of the Option for, any such fractional shares
not so issued or transferred.

    


    7.  Method of Exercising
Option.  Subject to the terms and conditions of this Agreement,
the Option shall be exercised by the Optionee by the delivery of written notice
to the Treasurer of the Company at the Company’s principal office within the
time period as specified in paragraph 3 hereof (or within the time periods
specified in other applicable paragraphs hereof referred to in paragraph
3).  Such notice shall (a) state the election to exercise the Option,
(b) specify the number of shares to which the election applies, and (c) specify
the address to which the certificate or certificates for such shares of Stock is
or are to be mailed and all other pertinent information.  Such notice
shall be accompanied by payment of the full purchase price of such shares of
Stock.  Payment of the purchase price shall be made in United States
currency and may be paid in cash or by check payable to the order of the
Company.  The certificate or certificates for the shares of Stock as
to which the Option shall have been so exercised shall be registered in the name
of the Optionee and shall be delivered as provided in the aforesaid
notice.

     

    
      
        
        

      

      
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      8.  General.

    

    (a) The
Company shall (1) at all times during the terms of the Option reserve and keep
available such number of shares of Stock as will be sufficient to satisfy the
requirements of this Agreement, (2) shall pay all original issue and transfer
taxes with respect to the issue and transfer of shares of Stock pursuant to this
Option and all other fees and expenses necessarily incurred by the Company in
connection therewith, and (3) shall from time to time use its best efforts to
comply with all laws and regulations which, in the opinion of counsel for the
Company, shall be applicable thereto.

     

    (b) The
Company shall not be required to sell or issue any shares of the Stock under
this Option Agreement if the sale or issuance of such shares of Stock would
constitute a violation by Optionee or the Company of any provisions of any
federal or state law, rule or regulation, or of any provisions of any rule or
regulation of any governmental authority (including, without limitation, any
federal or state securities laws, rules and regulations).  The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of the Option, or the issuance of shares of Stock pursuant thereto,
to comply with any such, law rule or regulation.

     

    (c)  The
Company shall not be required to sell or issue any shares of the Stock under
this Option Agreement if the delivery by Optionee of the notice specified in
paragraph 7 hereof is either (x) after the date of termination of Optionee’s
employment or other engagement by the Company, or (y) after the date of
Optionee’s resignation from employment or other engagement by the
Company.

    


    9.  Modification, Extension and
Renewal of Option.  The Board of Directors of the Company may
modify, extend, or renew the Option beyond the term specified in paragraph 3, or
accept the surrender of the Option (to the extent not theretofore
exercised).

     

    
      
        
        

      

      
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    10.  No Obligation to Exercise
Option.  The granting of the Option shall impose no obligation
upon the Optionee to exercise the Option.

    


    11.  Construction.  This
Option Agreement shall be construed in accordance with, and shall be governed
by, the laws of the State of Nevada.

    


    12.  Waiver.  No
waiver by any party hereto of any breach of any covenant, condition, or
agreement hereof on the part of the parties hereto to be kept and performed
shall be considered to constitute a waiver of any such covenant, condition or
provision, or of any subsequent breach thereof.

    


    13.  Severability.  In
the event any court of competent jurisdiction shall declare any portion of this
Option Agreement to be invalid, the remainder of this Agreement shall not be
invalidated thereby, but shall remain in full force and effect.

    


    14.  Notices.  Unless
otherwise provided in this Option Agreement, no notice, request, consent,
approval, acceptance, waiver or other communication which may be or is required
or permitted to be given under this Agreement shall be effective unless the same
is in writing and is either hand delivered or sent by registered or certified
mail, return receipt requested, first-class postage prepaid, (1) if to the
Optionee to ________________________
and (2) if to the Company, to _______________________,
or at any other address that may be given by one party to the other party
by notice pursuant to this paragraph 14.  Unless otherwise provided in
this Option Agreement, such notices, requests, consents, approvals, acceptances,
waivers or other communications, if sent by registered or certified mail in
accordance with this paragraph 14, shall be deemed to have been given at the
time of mailing.

     

    15.  Entire
Agreement.  This Option Agreement incorporates the terms and
conditions of the Plan and, together with such terms and conditions, contains
all of the agreements and understandings between the parties
hereto.  No oral agreements or written correspondence shall be held to
affect the provisions hereof.  All subsequent changes and
modifications, to be valid, shall be by written instrument executed by the
Company and the Optionee.

     

    
      
        
        

      

      
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    IN
WITNESS HEREOF, the Company, by its duly authorized officers, and the Optionee
has caused this Option Agreement to be executed and sealed, as of the day and
year first above written.

     

    
      	ATTEST:	 	
              COMPANY:
      

               

              EV
      INNOVATIONS, INC.

            	
               

            
	 	 	 	
               

            
	 	 	 	 (SEAL)
	 	 	 	 
	 	 	 	 
	 	 	OPTIONEE:	 
	 	 	 	 
	 	 	 	 (SEAL)