Stock Bonus Plan



 





Exhibit 10.7




L.A.M. PHARMACEUTICAL, CORP.

STOCK BONUS PLAN

(As amended on March 1, 2004)




     l. Purpose. The purpose of this Stock Bonus Plan is to advance the
interests of L.A.M. Pharmaceutical, Corp. (the “Company”) and its shareholders,
by encouraging and enabling selected officers, directors, consultants and key
employees upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep
personnel of experience and ability in the employ of the Company and to
compensate them for their contributions to the growth and profits of the
Company and thereby induce them to continue to make such contributions in the
future.



     2. Definitions.



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



          B. “Committee” means the directors duly appointed to administer the Plan.



          C. “Plan” shall mean this Stock Bonus Plan.



          D. “Bonus Share” shall mean the shares of common stock of the Company
reserved pursuant to Section 4 hereof and any such shares issued to a Recipient
pursuant to this Plan.



          E. “Recipient” shall mean any individual rendering services for the
Company to whom shares are granted pursuant to this Plan.



     3. Administration of Plan. The Plan shall be administered by a
committee of two or more directors appointed by the Board (the “Committee”).
The Committee shall report all action taken by it to the Board. The Committee
shall have full and final authority in its discretion, subject to the
provisions of the Plan, to determine the individuals to whom and the time or
times at which Bonus Shares shall be granted and the number of Bonus Shares; to
construe and interpret the Plan; and to make all other determinations and take
all other actions deemed necessary or advisable for the proper administration
of the Plan. All such actions and determinations shall be conclusively binding
for all purposes and upon all persons.



     4. Bonus Share Reserve. There shall be established a Bonus Share
Reserve to which shall be credited 15,000,000 shares of the Company’s common
stock. In the event that the shares of common stock of the Company should, as
a result of a stock split or stock dividend or combination of shares or any
other change, or exchange for other securities by reclassification,
reorganization, merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for, a different number or
kind of shares of stock or other securities of the Company or of another
corporation, the number of shares then remaining in the Bonus Share



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Reserve shall be appropriately adjusted to reflect such action. Upon the grant
of shares hereunder, this reserve shall be reduced by the number of shares so
granted. Distributions of Bonus Shares may, as the Committee shall in its sole
discretion determine, be made from authorized but unissued shares or from
treasury shares. All authorized and unissued shares issued as Bonus Shares in
accordance with the Plan shall be fully paid and non-assessable and free from
preemptive rights.



     5. Eligibility, and Granting and Vesting of Bonus Shares. Bonus
Shares may be granted under the Plan to the Company’s (or the Company’s
subsidiaries) employees, directors and officers, and consultants or advisors to
the Company (or its subsidiaries), provided however that bona fide services
shall be rendered by such consultants or advisors and such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction.



     The term “employee” includes former employees as well as executors,
administrators or beneficiaries of the estates of deceased employees, guardians
or members of a committee for incompetent former employees, or similar persons
duly authorized by law to administer the estate or assets of former employees.



     The Committee, in its sole discretion, is empowered to grant to an
eligible Participant a number of Bonus Shares as it shall determine from time
to time. Each grant of these Bonus Shares shall become vested according to a
schedule to be established by the Committee directors at the time of the grant.
For purposes of this plan, vesting shall mean the period during which the
recipient must remain an employee or provide services for the Company. At such
time as the employment of the Recipient ceases, any shares not fully vested
shall be forfeited by the Recipient and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion, may also impose restrictions
on the future transferability of the bonus shares, which restrictions shall be
set forth on the notification to the Recipient of the grant.



     The aggregate number of Bonus Shares which may be granted pursuant to this
Plan shall not exceed the amount available therefore in the Bonus Share
Reserve.



     6. Form of Grants. Each grant shall specify the number of Bonus
Shares subject thereto, subject to the provisions of Section 5 hereof.



     At the time of making any grant, the Committee shall advise the Recipient
by delivery of written notice, in the form of Exhibit A hereto annexed.



     7. Recipients’ Representations.



          A. The Committee may require that, in acquiring any Bonus Shares, the
Recipient agree with, and represent to, the Company that the Recipient is
acquiring such Bonus Shares for the purpose of investment and with no present
intention to transfer, sell or otherwise dispose of shares except such
distribution by a legal representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares
shall be transferable thereafter only if the proposed transfer shall be
permissible pursuant to the Plan and



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if, in the opinion of counsel (who shall be satisfactory to the Committee),
such transfer shall at such time be in compliance with applicable securities
laws.



          B. Upon receipt of any Bonus Shares, the Recipient shall deliver to the
Committee, in duplicate, an agreement in writing, signed by the Recipient, in
form and substance as set forth in Exhibit B hereto annexed, and the Committee
shall forthwith acknowledge its receipt thereof.



     8. Restrictions Upon Issuance.



          A. Bonus Shares shall forthwith
after the making of any representations required by Section 6 hereof, or if no
representations are required then within thirty (30) days of the date of grant,
be duly issued and transferred and a certificate or certificates for such
shares shall be issued in the Recipient’s name. The Recipient shall thereupon
be a shareholder with respect to all the shares represented by such certificate
or certificates, shall have all the rights of a shareholder with respect to all
such shares, including the right to vote such shares and to receive all
dividends and other distributions (subject to the provisions of Section 7(B)
hereof) paid with respect to such shares. Certificates of stock representing
Bonus Shares shall be imprinted with a legend to the effect that the shares
represented thereby are subject to the provisions of this Agreement, and to the
vesting and transfer limitations established by the Committee, and each
transfer agent for the common stock shall be instructed to like effect with
respect of such shares.



          B. In the event that, as the result of a stock split or stock dividend or
combination of shares or any other change, or exchange for other securities, by
reclassification, reorganization, merger, consolidation, recapitalization or
otherwise, the Recipient shall, as owner of the Bonus Shares subject to
restrictions hereunder, be entitled to new or additional or different shares of
stock or securities, the certificate or certificates for, or other evidences
of, such new or additional or different shares or securities, together with a
stock power or other instrument of transfer appropriately endorsed, shall also
be imprinted with a legend as provided in Section 7(A), and all provisions of
the Plan relating to restrictions herein set forth shall thereupon be
applicable to such new or additional or different shares or securities to the
extent applicable to the shares with respect to which they were distributed.



          C. The grant of any Bonus Shares shall be subject to the condition that if
at any time the Company shall determine in its discretion that the satisfaction
of withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any Bonus Shares upon such exercise upon any
securities exchange or under any state or federal law, or that the consent or
approval of any regulatory body, is necessary or desirable as a condition of,
or in connection with, the issuance of any Bonus Shares, then in any such
event, such exercise shall not be effective unless such withholding, listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.



          D. Unless the Bonus Shares covered by the Plan have been registered with
the Securities and Exchange Commission pursuant to Section 5 of the Securities
Act of l933, each Recipient shall, by accepting a Bonus Share, represent and
agree, for himself and his transferees by will or the laws of descent and
distribution, that all Bonus Shares were acquired for investment and not for
resale or distribution. The person entitled to receive Bonus Shares



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shall, upon request of the Committee, furnish evidence satisfactory to the
Committee (including a written and signed representation) to the effect that
the shares of stock are being acquired in good faith for investment and not for
resale or distribution. Furthermore, the Committee may, if it deems
appropriate, affix a legend to certificates representing Bonus Shares
indicating that such Bonus Shares have not been registered with the Securities
and Exchange Commission and may so notify the Company’s transfer agent. Such
shares may be disposed of by a Recipient in the following manner only: (l)
pursuant to an effective registration statement covering such resale or
re-offer, (2) pursuant to an applicable exemption from registration as
indicated in a written opinion of counsel acceptable to the Company, or (3) in
a transaction that meets all the requirements of Rule l44 of the Securities and
Exchange Commission. If Bonus Shares covered by the Plan have been registered
with the Securities and Exchange Commission, no such restrictions on resale
shall apply, except in the case of Recipients who are directors, officers, or
principal shareholders of the Company. Such persons may dispose of shares only
by one of the three aforesaid methods.



     9. Limitations. Neither the action of the Company in establishing
the Plan, nor any action taken by it nor by the Committee under the Plan, nor
any provision of the Plan, shall be construed as giving to any person the right
to be retained in the employ of the Company.



     Every right of action by any person receiving shares of common stock
pursuant to this Plan against any past, present or future member of the Board,
or any officer or employee of the Company arising out of or in connection with
this Plan shall, irrespective of the place where action may be brought and
irrespective of the place of residence of any such director, officer or
employee cease and be barred by the expiration of one year from the date of the
act or omission in respect of which such right of action arises.



     10. Amendment, Suspension or Termination of the Plan. The Board of
Directors may alter, suspend, or discontinue the Plan at any time.



     Unless the Plan shall theretofore have been terminated by the Board, the
Plan shall terminate ten years after the effective date of the Plan. No Bonus
Share may be granted during any suspension or after the termination of the
Plan. No amendment, suspension, or termination of the Plan shall, without a
recipient’s consent, alter or impair any of the rights or obligations under any
Bonus Share theretofore granted to such recipient under the Plan.



     11. Governing Law. The Plan shall be governed by the laws of the
State of Delaware.



     12. Expenses of Administration. All costs and expenses incurred in
the operation and administration of this Plan shall be borne by the Company.



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