Stock Purchase Agreement - Fred E. Tannous Effective Date: July 15, 2005 Parties: Health Sciences Group Sectors: Retail Governing Law: California EXHIBIT 10.51
HEALTH SCIENCES GROUP, INC.
STOCK PURCHASE AGREEMENT
This AGREEMENT is made effective as of the 15th day of July, 2005 (the "Sale Date"), by and between HEALTH SCIENCES GROUP, INC. ., a Delaware corporation (the "Company"), and Fred Tannous (the "Stock Purchaser").
RECITALS
WHEREAS, the Board of Directors of the Company has established the 2005 Stock Option Deferred Stock and Restricted Stock Plan (the "Plan" unless otherwise specified); and
WHEREAS, pursuant to the provisions of said Plan, the Board of Directors of the Company, by action duly taken on July 15, 2005, sold to the Stock Purchaser shares of the Common Stock of the Company (the "Common Stock"), subject to the Plan, on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:
1. Price . The Stock Purchaser hereby purchases an aggregate of 342,466 shares of Common Stock at the price of $0.73 per share (the "Price"), on the terms and conditions set forth herein. Upon execution hereof, the Stock Purchaser shall pay to the Company the Price per share for the shares purchased hereby by agreeing to perform services, as directed by the Board of Directors, for the period July 1, 2005 to June 30, 2006, at an annual salary of $250,000, payable by the issuance of the 342,466 shares in lieu of cash for such services.
2. Vesting . The shares purchased hereby shall be vested as follows: if Stock Purchaser should no longer be performing services to the Company during the period July 1, 2005 to June 30, 2006, such person shall return for cancellation that number of the shares purchased herein (or replacement shares, or the $0.73 cash value of such shares) as equals the percentage that the reciprocal of the percentage of days of services rendered by such person bears to 360. To illustrate: if the services rendered was for 36 days, which is 10% of 360 days, the reciprocal percentage would be 90%, in which case, if such person, as an example, only worked for 36 days pursuant to the above grant of 342,466 shares, he would re required to refund for cancellation 308,219 shares, amounting to 90% of 342,466 shares.
3. Governing Plan . This Agreement hereby incorporates by reference the Plan and all of the terms and conditions of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance with the terms thereof, but no such subsequent amendment shall adversely affect the Stock Purchaser's rights under this Agreement and the Plan
except as may be required by applicable law. The Stock Purchaser expressly acknowledges and agrees that the proadvisions of this Agreement are subject to the Plan; the terms of this Agreement shall in no manner limit or modify the controlling provisions of the Plan, and in case of any conflict between the provisions of the Plan and this Agreeadment, the provisions of the Plan shall be conadtrolling and binding upon the parties hereto unless the conflict can be resolved within the spirit of this Agreement. The Stock Purcha ...
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