EXHIBIT 10.1
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CONSULTANT/EMPLOYEE STOCK COMPENSATION PLAN
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I. PURPOSE OF THE PLAN.
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The purpose of this Plan is to further the growth of
EuroSoft Corporation, by allowing the Company to compensate
consultants and certain other Employees who have provided
bona fide services to the Company, through the award of
Common Stock of the Company.
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II. DEFINITIONS.
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Whenever used in this Plan, the following terms
shall have the meanings set forth in this Section:
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1. "Award" means any grant of (i) Common Stock
or (ii) options or warrants to purchase Common Stock made
under this Plan.
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2. "Board of Directors" means the Board of Directors
of the Company.
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3. "Code" means the Internal Revenue Code of 1986, as
amended.
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4. "Common Stock" means the Common Stock of the
Company.
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5. "Date of Grant" means the day the Board of
Directors authorized the grant of an Award or such later
date as may be specified by the Board of Directors as the
date a particular Award will become effective.
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6. "Consultant" means any person or entity (i) who
has rendered or will render bona fide services to the
Company, and (ii) who, in the opinion of the Board of
Directors, are in a position to make, or who have
previously made, a significant contribution to the
success of the Company.
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7. "Subsidiary" means any corporation that is a
subsidiary as that term is defined in Section 424(f) of the
Code.
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III. EFFECTIVE DATE OF THE PLAN.
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The effective date of this Plan is June 15, 2000.
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IV. ADMINISTRATION OF THE PLAN.
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The Board of Directors will be responsible for the
administration of this Plan, and will grant Awards under
this Plan. Subject to the express provisions of this Plan
and applicable law, the Board of Directors shall have full
authority and sole and absolute discretion to interpret this
Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations which
it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on
the matters referred to in this Section shall be conclusive.
The Board of Directors shall have sole and absolute
discretion to amend this Plan. No member of the Board of
Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it
resulted from the member's willful misconduct.
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V. STOCK SUBJECT TO THE PLAN.
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The maximum number of shares of Common Stock as to
which Awards may be granted under this Plan is 2,500,000
shares which number represents 2,500,000 shares not yet
issued under the Plan. The Board of Directors may
increase the maximum number of shares of Common Stock as
to which Awards may be granted at such time as it deems
advisable.
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VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
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Awards may be granted only to Consultants and
Employees.
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VII. GRANTS OF AWARDS.
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Except as otherwise provided herein, the Board of
Directors shall have complete discretion to determine when
and to which Consultants and Employees Awards are to be
granted, and the number of shares of Common Stock as to
which Awards granted to each Consultant and Employee will
relate, and the terms and conditions upon which an Award may
be issued (including, without limitation, the date of
exercisability, exercise price and term of any Award which
constitutes an option or warrant to purchase Common Stock).
No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public
distribution within the meaning of the Securities Act of
1933, as amended (the "Act"), or the rules and regulations
promulgated thereunder.
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VIII. DELIVERY OF STOCK CERTIFICATES.
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As promptly as practicable after authorizing the
grant of an Award, the Company shall deliver to the person
who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing
the number of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate
that the Common Stock represented by the certificate was
issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the
registration requirements of the Act.
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IX. RIGHT TO CONTINUED ENGAGEMENT.
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Nothing in this Plan or in the grant of an Award
shall confer upon any Consultant the right to continued
engagement by the Company nor shall it interfere with or
restrict in any way the rights of the Company to discharge
any Consultant or to terminate any consulting relationship
at any time.
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X. LAWS AND REGULATIONS.
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1. The obligation of the Company to sell and deliver
shares of Common Stock on the grant of an Award under this
Plan shall be subject to the condition that counsel for the
Company be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules
or regulations.
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2. This Plan is intended to meet the requirements of
Rule 16b-3 in order to provide officers and directors with
certain exemptions from Section 16(b) of the Securities
Exchange Act of 1934, as amended.
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XI. TERMINATION OF THE PLAN.
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The Board of Directors may suspend or terminate this
Plan at any time or from time to time, but no such action
shall adversely affect the rights of a person granted an
Award under this Plan prior to that date.
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XII. DELIVERY OF PLAN.
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A copy of this Plan shall be delivered to all
participants, together with a copy of the resolution or
resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any,
of participation.
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