BROWNIES MARINE GROUP, INC. 940 N.W. 1st Street, Fort Lauderdale, Florida 33311 Restricted Stock Agreement

BROWNIE’S MARINE GROUP, INC.

940 N.W. 1st Street, Fort Lauderdale, Florida 33311

 

Restricted Stock Agreement

 

April 21, 2011

Mr. Robert Carmichael

940 N.W. 1ST Street

Fort Lauderdale, Florida 33311

Dear Mr. Carmichael:

The Board of Directors ("Board") has awarded 20,000,000 shares of Brownie’s Marine Group, Inc. (the “Corporation”) common stock, par value $0.001 per share (the "Stock"), to you in the form of Restricted Stock.  The term "Restricted Stock" as used in this Restricted Stock Agreement refers to the Restricted Stock awarded to you under this Restricted Stock Agreement.

 

This letter constitutes the Restricted Stock Agreement and sets forth the terms and conditions of your award, as determined by the Board.

 

 

The consideration for the Restricted Stock is your continued service to the Corporation as a full-time employee during the Restricted Period set forth below and the consideration provided under the unanimous written consent of the board of directors dated even herewith.  If you do not continue to perform services for the Corporation as a full-time employee during the entire Restricted Period, your award will be forfeited in whole or in part, as applicable.

 

 

If you desire to accept the Restricted Stock award, you must acknowledge your acceptance and receipt of this Restricted Stock Agreement by simultaneously signing the enclosed copy of this Restricted Stock Agreement in the space provided and returning each to the Corporation.

 

For your acceptance to be effective and for the award to be enforceable, you must return your signed acknowledgment.  If the signed Restricted Stock Agreement are not received within 5 business days of the date of this Restricted Stock Agreement, this Restricted Stock award will be void and of no effect.

 

Upon receipt of a signed copy of this Restricted Stock Agreement the Corporation will issue a certificate in your name for the shares; however the Corporation will maintain custody of the shares until the Restricted Period ends or the shares are forfeited.

 

 

 

Until the expiration or termination of the periods described in Section 4 below (the "Restricted Period"), the Restricted Stock will be held in your name by the Corporation, and you will not be entitled to delivery of a certificate(s) representing the Restricted Stock.  Nevertheless, subject to the forfeiture provisions described below, you will be the record owner of the Restricted Stock, will have the right to receive cash dividends, if any, on the Restricted Stock, will have the right to vote the Restricted Stock and will generally have the rights and privileges of a stockholder as to such Restricted Stock except that during the Restricted Period you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber the Restricted Stock.  The Corporation may place a legend on the certificates representing the Restricted Stock indicating the existence of these restrictions.

 

Upon expiration or termination of the Restricted Period with respect to any particular shares, and subject to the forfeiture provisions set forth below, a certificate(s) evidencing the shares for which the restrictions have expired or terminated will be issued in your name) and delivered to you.  This certificate will not contain the restrictive legend referred to above although it may contain any other legend the Corporation determines is appropriate under the securities laws.  At that time, the Corporation is required to collect the appropriate amount of federal, state and local taxes.

 

By accepting this Restricted Stock award you agree for yourself, your heirs and legatees that, unless the shares have been registered under the Securities Act of 1933, as amended, any and all shares granted hereunder shall be acquired for investment and not for distribution, and upon the release of any or all of the shares subject to the award granted hereunder after the end of applicable Restricted Period, you, or your heirs or legatees receiving such shares, shall deliver to Enviro Voraxial Technology, Inc. a representation in writing that such shares are being acquired in good faith for investment and not for distribution. Enviro Voraxial Technology, Inc. may place a "stop transfer" order with respect to such shares with its transfer agent and place an appropriate restrictive legend on the stock certificate unless such shares are registered.

 

After the expiration or termination of the Restricted Period and the shares are delivered to you, you will enjoy all of the rights and privileges associated with ownership of the shares including the right to encumber, sell or otherwise transfer the shares.  You should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the federal securities laws, subject to registration under the Securities Act of 1933, as amended, or an appropriate exemption thereunder which is available.

 

 

Except as set forth below, all of your Restricted Stock will be forfeited and all of your rights to the Restricted Stock will cease without further obligation on the part of the Corporation unless you continue to provide services to the Corporation as a regular full-time employee of the Corporation until the expiration or termination of the Restricted Periods as set forth in the following paragraphs.

 

 

The Restricted Stock granted hereunder will be divided into two categories and the Restricted Period with respect to each category will expire as follows:

 

(i)

the restrictions on the first category of one-half (50%) of the shares will expire on April 20, 2012 if you continue to be employed as a regular full-time employee by the Corporation until that date; and

 

(ii)

the restrictions on the second category of one-half (50%) of the shares will expire on April 20, 2013. if you continue to be employed as a regular full-time employee by the Corporation until that date.

 

 

In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued during the Restricted Period with respect to the Restricted Stock, you will have the same rights and privileges and be subject to the same restrictions and risks of forfeiture with respect to such shares as you have with respect to the Restricted Stock, and such shares will be treated as Restricted Stock.

 

 

Nothing contained in this Restricted Stock Agreement shall confer upon you any right of continued employment by the Corporation.  In addition, nothing in this Restricted Stock Agreement limits in any way the right of the Corporation to terminate your employment at any time.  The value of the Restricted Stock awarded to you will not be taken into account for other benefits offered by the Corporation, if any. Notwithstanding any other provision of the Restricted Stock Agreement to the contrary, the Restricted Stock must be held at least six months from the date of grant.

 

This Restricted Stock Agreement constitute the entire agreement governing the terms of your Restricted Stock grant and supersede all other prior agreements and understandings, both written and oral, between you and the Corporation or any employee, officer or director of the Corporation.

 

	Sincerely,
	BROWNIE’S MARINE GROUP, INC.
	/s/Robert Carmichael
	Name: Robert Carmichael
	Its: CEO

Acknowledged and Agreed:
/s/Robert Carmichael