EXHIBIT 10.1
HITSGALORE.COM, INC.
YEAR 2000 STOCK AWARD PLAN
THIS 2000 STOCK AWARD PLAN (the "Plan") is made as of the 29th day of September
2000, by Hitsgalore.com, Inc. (the "Company"), for the Company's consultants and
employees ("the recipients).
R E C I T A L S:
The Company desires under agreement to grant compensation to recipients in
exchange for services provided to the Company, shares of the common stock of the
Company (the "Common Stock"), pursuant to the provisions set forth herein;
1. Grant of Shares. The Company shall grant to the Recipients from time to
time the following shares of Common Stock (the "Shares") in the
Company.
Class of Stock Number of Shares
-------------------------------------------
Common 10,000,000
2. Services. Recipients shall provide bona fide services to the Company
not in connection with capital raising activities.
3. Compensation. Recipient's compensation is the Shares identified herein.
The parties agree the Shares shall be valued at 80% of the bid price of
the Company's Common Stock as reported on the Over the Counter Bulletin
Board on the date of grant. Recipients are responsible for all income
taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8
Registration Statement dated October 3, 2000.
5. Delivery of Shares. The Company shall deliver to the Recipient such
shares for services pursuant to the agreement for services between the
Company and the recipient.
6. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent
of all of the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be
Palm Beach County, Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto,
except as otherwise provided herein. This Plan shall be binding upon
and for the benefit of the parties hereto and their respective heirs,
permitted successors, assigns and/or delegates.
10. Integration and Captions. This Plan includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The
captions herein are for convenience and shall not control the
interpretation of this Plan.
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11. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Plan, or each has had the
opportunity to obtain independent legal counsel and has waived such
right, and no tax advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of
this Plan.
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent
and purpose of this Plan as set forth herein above.
14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties
hereto, shall control all typewritten provisions in conflict therewith.
15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the
fees, costs, and expenses incurred by each such party incident to this
Plan.
16. Consents and Authorizations. By the execution herein below, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
17. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the
plural, and references in the plural shall be construed to include the
singular.
18. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent
jurisdiction for any reason whatsoever, this Plan shall be construed as
if such unenforceable provision had never been contained herein.
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EXHIBIT "A"
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Hitsgalore.com, Inc.-Year 2000 stock award
plan ("Plan") and the name of the registrant whose securities are to be
offered pursuant to the Plan is Hitsgalore.com, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant Employees and
Consultants 10,000,000 shares of the Company as compensation for
services rendered and services to be rendered to the Company.
3. To the best of Company's knowledge, the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of
1974.
4. The Company shall act as Plan Administrator. The Company's address
and telephone number are 10134 6th Street, Suite J, Rancho Cucamonga,
CA 91730 and (909) 481-8821, respectively. The Company, as
administrator of the Plan, will merely issue to the employees and
Consultants shares of Common Stock pursuant to the terms of the Plan.
(b) Securities to be offered. Pursuant to the terms of the Plan, shares of the
Company's common stock will be offered.
(c) Employees Who May Participate in the Plan. Employees and Consultants who
provide bona fide services to the Company may participate in the plan. Employees
and Consultants are eligible to receive the securities provided the securities
have been registered or are exempt from registration under the Securities Act of
1933, as amended (the "Act").
(d) Purchase of Securities Pursuant to the Plan. The Company shall issue and
deliver the securities to Employees and Consultants as soon as practicable.
(e) Resale Restrictions. Employees and Consultants, after receipt of the Shares,
may assign, sell, convey or otherwise transfer the securities received, subject
to the requirements of the Act.
(f) Tax Effects of Plan Participation. The Hitsgalore.com, Inc. - Year 2000
Stock Award Plan is not qualified under Sec. 401 of the Internal Revenue Code of
1986, as amended.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or termination
as to the Plan may occur upon mutual written consent of the parties. Employees
and Consultants have the right to assign or hypothecate Employees or
Consultant's interest in the Plan, subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
(j) Charges and Deductions and Liens Therefore. n/a
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Item 2 - Registrant Information and Employee Plan Annual Information.
Registrant, upon oral or written request by Employees and Consultants, shall
provide, without charge, the documents incorporated by reference in Part II,
Item 3 of Company's Form S-8 Registration Statement for the securities as well
as any other documents required to be delivered pursuant to SEC Rule 428(b) (17
CFR Section 230.428(b)). All requests are to be directed to the Company at the
address provided in paragraph (a)(4) above.
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