Exhibit 10.8
Island Critical Care Corp.
CONSULTANTS COMPENSATION PLAN
1. Purpose
The purpose of this Plan is to provide compensation in the form of Common Stock
of the Company to eligible consultants that have previously rendered services or
that will render services during the term of this Consultants Compensation Plan
(hereinafter referred to as the Plan.)
2. Administration
(a) This Plan shall be administered by the Board of Directors who may from time
to time issue orders or adopt resolutions, not inconstant with the provisions of
this Plan, to interpret the provisions and supervise the administration of this
Plan. The President, Sean Flanigan, shall make initial determinations as to
which consultants, professionals or advisors will be considered to receive
shares under this Plan, and will provide a list to the Board of Directors. All
final determinations shall be by the affirmative vote of a majority of the
members of the Board of Directors at a meeting called for such purpose, or
reduced to writing and signed by a majority of the members of the Board. Subject
to the Corporation's Bylaws, all decisions made by the Directors in selecting
eligible consultants (hereinafter referred to as Consultants), establishing the
number of shares, and construing the provisions of this Plan shall be final,
conclusive and binding on all persons including the Corporation, shareholders,
employees and Consultants.
(b) The Board of Directors may from time to time appoint a Consultants Plan
Committee, consisting of at least one Director and one officer, none of whom
shall be eligible to participate in the Plan while members of the Committee. The
Board of Directors may delegate to such Committee power to select the particular
Consultants that are to receive shares, and to determine the number of shares to
be allocated to each such Consultant.
(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8 should change during the terms of this Plan, the Board of
Directors shall have the power to alter this Plan to conform to such changes.
3. Eligibility
(a) Shares shall be granted only to Professionals and Consultants that are
within that class for which Form S-8 is applicable.
(b) No individual or entity shall be granted more than 2,500,000 shares of
unrestricted Common Stock under this Plan.
4. Shares Subject to the Plan
The total number of shares of Common Stock to be subject to this Plan is
3,250,000. The shares subject to the Plan will be registered with the SEC on or
about February 6, 2002 in a Form S-8 Registration.
5. Death of Consultant
If a Consultant dies while he is a Consultant of the Corporation or of any
subsidiary, or within 90 days after such termination, the shares, to the extent
that the Consultant was to be issued shares under the plan, may be issued to his
personal representative or the person or persons to whom his rights under the
plan shall pass by his will or by the applicable laws of descent and
distribution.
6. Termination of Consultant, retirement or disability
If a Consultant shall cease to be retained by the Corporation for any reason
(including retirement and disability) other than death after he shall have
continuously been so retained for his specified term, he may, but only within
the three-month period immediately following such termination, request his
pro-rata number of shares for his services already rendered.
7. Termination of the Plan
This Plan shall terminate one year after its adoption by the Board of Directors.
At such time, any shares which remain unsold shall be removed from registration
by means of a post-effective amendment to the Form S-8.
8. Effective Date of the Plan
This Plan shall become effective upon its adoption by the Board of Directors.
CERTIFICATION OF ADOPTION
(By the Board of Directors)
The undersigned, being the President and Secretary of Island Critical Care Corp.
hereby certify that the foregoing Plan was adopted by a unanimous vote of the
Board of Directors on February 3, 2002.
Sean Flanigan, President and CEO
