EXHIBIT 10.1
THE HART INDUSTRIES INC. 2000 STOCK PLAN
1. Purpose of the Plan
The purpose of the Hart Industries, Inc. 2000 Stock Plan ("Plan") is to
provide a means by which Hart Industries, Inc., a Nevada corporation
("Company"), may compensate key employees, advisors, and consultants by
issuing to them shares of its capital stock in exchange for services, and
to thereby conserve the Company's cash resources. In addition, equity
ownership will provide increased incentive for such individuals to render
services to the Company in the future and to exert maximum effort for the
success of the Company's business.
1. Definitions
The following definitions apply the provisions of this Plan:
A. "Board" means the Company's Board of Directors
B. "Common Stock" means the Company's $.01 par value common stock
C. "Committee" means the Committee appointed by the Board in accordance
with paragraph A of Section 3 of this Plan. If no Committee is
appointed, "Committee" refers to the Board.
D. "Employee" means any person, including officers, directors, employees,
advisors, and consultants employed by the Company or any Subsidiary on
either a full-time or part-time basis.
E "Plan" means this 2000 Stock Plan.
F. "Share" means a share of Common Stock.
2. Administration of the Plan
A. Procedure. The board shall administer the Plan. The Board may appoint
a Committee of not less than three (3) Board members to administer the
Plan, subject to such terms and conditions as the Board may prescribe.
Once appointed, the Committee shall continue to serve until the Board
otherwise directs. From time to time, the Board may increase the
Committee size and appoint additional members, fill vacancies, however
caused, and remove all members and thereafter directly administer the
Plan. Members of the Committee who are either eligible for Shares
under this Plan or have been granted Shares under this Plan may vote
on any matters affecting the Plan administration or granting any
Shares under the Plan; provided that no such member shall act upon the
granting of Shares to himself or herself, but any such member may be
counted in determining the existence of a quorum at any meeting during
which such action is taken.
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B. Powers of the Committee. The Committee shall have the authority to (i)
based on relevant information, to determine the fair market value of
the Common Stock; (ii) to determine the value of the services rendered
or to be rendered to the Corporation, (iii) the Employees or
Consultants to whom and the time or times when Common Stock shall be
granted and the number of Shares to be issued; (iv) to interpret the
Plan; (v) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vi) to authorize any person to execute on the
Company's behalf any instrument required to effectuate a grant of
Common Stock; and (vii) to make all other determinations deemed
necessary or advisable for administering the Plan.
C. Effect of Committee's Decision. All decisions, determinations, and
interpretations of the Committee shall be final and binding on any and
all holders of Common Stock granted under the Plan.
3. Shares Reserved.
A total of Two Million Five Hundred Thousand (2,500,000) shares of Common
Stock shall be subject to the Plan and shall be and are hereby reserved for
issuance under the Plan. Such Shares shall be unissued or previously issued
shares reacquired and held by the Company. Any such shares which remain
unsold when the Plan terminates shall cease to be reserved for the Plan
but, until termination, the Company shall at all times reserve a sufficient
number of shares to meet the Plan's requirements.
4. Eligibility
Common Stock may be issued under this Plan only to Employees or Consultants
for services rendered to the Company or on the Company's behalf as
determined by the Board or the Committee. Common stock may not be issued
under this Plan for services in connection with a capital raising
transaction for the Company. An Employee or Consultant who has been issued
Common Stock under the Plan, if he or she is otherwise eligible, may be
granted additional Common Stock.
5. Continuation of Employment
Neither the Plan or the issuance of any Common Stock under the Plan shall
confer upon any Employee any right with respect to continuing employment
with the Company, nor shall it interfere in any way with his or her right
or the Company's right to terminate his or her employment or other position
at anytime.
6. Fair Market Value Limitation
The Company's Board of Directors or Committee shall grant the right to
receive Common Stock to Employees or Consultants for services rendered to,
or to be rendered to, or on behalf of, the Company such that the fair
market value of the Shares approximates the fair market value of the
services. Determination of fair market value shall be within the business
discretion of the Board of Directors and/or Committee.
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7. Investment Representation
Each Employee or Consultant granted Shares under this Plan shall represent
in writing that she/he is acquiring the shares for investment and not for
resale or to distribute the Shares to the public. Upon demand, delivery of
such a representation prior to the delivery of any shares issued shall be a
condition precedent to the right of the Employee or Consultant to receive
Shares under the Plan.
8. Amendments or Termination
The Board of Directors may amend, alter or discontinue the Plan.
9. Compliance with Other Laws and Regulations
The Plan, the grant, and issuance of Shares under the Plan shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by the governmental or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling
or regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Further, it is the
intention of the Company that the Plan comply in all respects with the
provisions of Rule 16b-3 of the Securities and Exchange Act of 1934, as
amended. If any Plan provision is found not to be in compliance with Rule
16b-3, the provision shall be deemed null and void.
10. Effectiveness and Expiration of the Plan
The Plan shall be effective on August 31, 2000, and continue to August 31,
2003, three years after the effective date of the Plan, and thereafter no
Shares shall be granted under the Plan.
APPROVED THIS EFFECTIVE DAY THE 31st DAY OF AUGUST BY THE BOARD OF DIRECTORS
/s/ Fred G. Luke
Fred G. Luke, Director
/s/ Fred Graves Luke
Fred Graves Luke, Director
/s/ Jon L. Lawver
Jon L. Lawver, Director
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