EXHIBIT 10.1
CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Noram Gaming &
Entertainment, Inc. and its Subsidiaries (together being the "Company") by
allowing the Company to compensate Consultants and certain other persons who
have provided bona fide services to the Company, through the award of Common
Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or warrants
to purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock of the Company.
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
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.
7. 'Subsidiary" means any corporation that is a subsidiary with regard to
as that term is defined in Section 424(f) of the Code.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is September 1, 2000.
IV. ADMINISTRATION OF THE PLAN.
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
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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.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 5,000,000 shares which number represents 5,000,000
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 available.
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Consultants.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Consultant 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.
VIII. DELIVERY OF STOCK CERTIFICATES.
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.
IX. RIGHT TO CONTINUED ENGAGEMENT.
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.
X. LAWS AND REGULATIONS.
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.
XI. TERMINATION OF THE PLAN.
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.
XII. DELIVERY OF PLAN.
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.
