2004 COMPENSATION PLAN FOR EMPLOYEES
AND OUTSIDE CONSULTANTS
1. PURPOSE OF PLAN
1.1 This 2004 Compensation Plan for Employees and Outside Consultants (the
"Plan") of Cintel Corp., a Nevada corporation (the "Company") for persons that
are either employees or render outside consulting services to the Company, is
intended to advance the best interests of the Company by providing employees and
outside consultants with compensation for bone fide services rendered to the
Company.
2. DEFINITIONS
2.1 For Plan purposes, except where the context might clearly indicate
other wise, the following terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Committee" shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to administer the
Plan, or the Board if no committees have been established. If no committees have
been established the Board will designate one member of the Board as the Plan
Administrator. The Committee shall be composed of three or more persons as from
time to time are appointed to serve by the Board. Each member of the Committee,
while serving as such, shall be a disinterested person with the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934.
"Common Shares" shall mean the Company's Common Shares, $.001 par value per
share, or, in the event that the outstanding Common Shares are hereafter changed
into or exchanged for different shares of securities of the Company, such other
shares or securities.
"Company" shall mean Cintel Corp., a Nevada corporation.
"Common Stock" shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.
"Common Stockholder" means the employee or consultant to the Company to whom
shares of Common Stock are issued pursuant to this Plan.
"Common Stock Agreement" means an agreement executed by a Common Stockholder and
the Company as contemplated by Section 5, below, which imposes on the shares of
Common Stock held by the Common Stockholder such restrictions as the Board or
Committee deem appropriate.
3. ADMINISTRATION OF THE PLAN
3.1 The Committee shall administer the Plan and accordingly, it shall have
full power to grant Common Stock issuances, construe and interpret the Plan,
establish rules and regulations
and perform all other acts, including the
delegation of administrative responsibilities, it believes reasonable and
proper.
3.2 The determination of those eligible to receive Common Stock, and the
amount, type and timing of each grant and the terms and conditions of the Common
Stock agreements shall rest in the sole discretion of the Committee, subject to
the provisions of the Plan.
3.3 The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any Common Stock
agreement, in the manner and to the extent it shall deem necessary to carry it
into effect.
3.4 Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.
3.5 Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
shall constitute a quorum for the transaction of business, and the vote of a
majority of those members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.
3.6 No member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct.
3.7 The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the eligibility of
persons to receive Common Stock under the Plan ("Plan Participants"), their
duties and performance, and current information on any Plan Participant's
termination of association with the Company, and such other pertinent
information as the Committee may require. The Company shall furnish the
Committee with such clerical and other assistance as is necessary in the
performance of its duties hereunder.
4. SHARES SUBJECT TO THE PLAN
4.1 The total number of shares of the Company available for grants of
Common Stock under the Plan shall be 4,000,000 Common Shares, subject to
adjustment in accordance with Article 6 of the Plan, which shares may be either
authorized but unissued or re-acquired Common Shares of the Company.
5. AWARD OF COMMON STOCK
5.1 The Board or Committee from time to time, in its absolute discretion,
may award Common Stock to employees and/or outside consultants of the Company.
All such recipients of Common Shares shall be collectively referred to
throughout this Plan as Plan Participants. The
Board or Committee, as the case
maybe, is specifically authorized to grant the issuance of Common Stock under
this Plan, as compensation that would otherwise be payable to the Plan
Participants in exchange for their services to the Company.
5.2 Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which shall contain such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including such restrictions on transfer as
are imposed by the Common Stock Agreement.
5.3 Upon delivery of the shares of Common Stock to the Common Stockholder,
below, the Common Stockholder shall have, unless otherwise provided by the Board
or Committee, all the rights of a stockholder with respect to said shares,
subject to the restrictions in the Common Stock Agreement, including the right
to receive all dividends and other distributions paid or made with respect to
the Common Stock.
5.4 All shares of Common Stock issued under this Plan (including any
shares of Common Stock and other securities issued with respect to the shares of
Common Stock as a result of stock dividends, stock splits or similar changes in
the capital structure of the Company) shall be subject to such restrictions as
the Board or Committee shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights, transferability of the Common
Stock; provided that the Board or Committee may, on such terms and conditions as
it may determine to be appropriate, remove any or all of such restrictions.
Common Stock may not be sold or encumbered until all applicable restrictions
have terminated or expire. The restrictions, if any, imposed by the Board or
Committee of the Board under this Section 5 need not be identical for all Common
Stock and the imposition of any restrictions with respect to any Common Stock
shall not require the imposition of the same or any other restrictions with
respect to any other Common Stock.
5.5 The Board or Committee shall cause a legend or legends to be placed on
certificates representing shares of Common Stock that are subject to
restrictions under Common Stock Agreements, which legend or legends shall make
appropriate reference to the applicable restrictions.
6. ADJUSTMENTS OR CHANGES IN CAPITALIZATION
6.1 In the event that the outstanding Common Shares of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend, prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number and kind of shares
subject to all Common Stock Agreements which may be granted under the Plan, such
that the Plan Participants shall have the right to receive such Common Shares as
may be issued in exchange for the Common Shares had such merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend not taken place;
6.2 The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.
7. AMENDMENT AND TERMINATION OF PLAN
7.1 The Board may at any time, and from time to time, suspend or terminate
the Plan in whole or in part or amend it from time to time in such respects as
the Board may deem appropriate and in the best interest of the Company.
7.2 No amendment, suspension or termination of this Plan shall, without
the Plan Participant's consent, alter or impair any of the rights or obligations
under any Common Stock Agreement theretofore granted to him under the Plan.
7.3 The Board may amend the Plan, subject to the limitations cited above,
in such manner as it deems necessary to permit the granting of Stock Options
meeting the requirements of future amendments or issued regulations, if any, to
the Code.
8. GOVERNMENT AND OTHER REGULATIONS
1. 8.1 The obligation of the Company to issue, transfer and deliver
Common Shares received under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approvals which shall then be in effect and
required by the relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable. Specifically, in connection with
the Securities Act of 1933, as amended, the receipt of any Common Shares under
the Plan by Plan Participants shall be governed by the rules and regulations
promulgated under the Securities Act of 1933, as amended, as to the permitted
uses of Form S-8 and the issuance of securities registered on such Form S-8. Any
determination in this connection by the Committee shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, take any
other affirmative action in order to cause the issuance of Common Shares
pursuant thereto to comply with any law or regulation of any government
authority. Without limiting the generality of the foregoing, employee and
consulting compensation for which stock is awarded under this Plan shall not
include:
- - services in connection with the offer or sale of securities in
a capital-raising transaction;
- - services that directly or indirectly promote or maintain a market for
the securities of the Company including without limitation the dissemination
of information that reasonably may be expected to sustain or raise or
otherwise influence the price of the securities;
- - services providing investor relations or shareholder communications;
- - consultation on mergers that take a private company public;
- - consultation in connection with financing that involves any
securities issuance, whether equity or debt.
9. MISCELLANEOUS PROVISIONS
9.1 No person shall have any claim or right to be granted Common Stock
under the Plan, and the grant of Common Stock under the Plan shall not be
construed as giving a Common Stockholder the right to be retained by the
Company. Furthermore, the Company expressly reserves the right at any time to
terminate its relationship with an Plan Participant with or without cause, free
from any liability, or any claim under the Plan, except as provided herein, in
any agreement between the Company and the Plan Participant.
9.2 Any expenses of administering this Plan shall be borne by the Company.
9.3 The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in
accordance with the laws of the State of Nevada.
9.4 Without amending the Plan, grants may be made to persons who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to create equitable opportunities given differences in tax laws in
other countries.
9.5 In addition to such other rights of indemnification as they may have
as members of the Board or the Committee, the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any action, suit or proceeding to which they or any of
them may be party by reason of any action taken or failure to act under or in
connection with the Plan or any Common Stock Agreement granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except a judgment based upon a finding of bad faith; provided that upon the
institution of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same, with counsel acceptable to the
Plan Participant, before such Committee member undertakes to handle and defend
it on his own behalf.
9.6 Notwithstanding anything to the contrary in the Plan, if the Committee
finds by a majority vote, after full consideration of the facts presented on
behalf of both the Company and the Plan Participant, that the Plan Participant
has been engaged in fraud, embezzlement, theft, insider trading in the Company's
stock, commission of a felony or proven dishonesty in the course of his
association with the Company or any subsidiary corporation which damaged the
Company or any subsidiary corporation, or for disclosing trade secrets of the
Company or any subsidiary corporation, the Plan Participant shall forfeit all
Common Shares that remain in the beneficial ownership of the Plan Participant
and that were received by him under the Plan. The decision of the Committee as
to the cause of a Plan Participant's discharge and the damage done
to the Company shall be final. No decision of the Committee, however, shall
affect the finality of the discharge of such Plan Participant by the Company or
any subsidiary corporation in any manner.
10. WRITTEN AGREEMENT
10.1 All Common Shares granted hereunder shall be embodied in a written
Common Stock Agreement which shall be subject to the terms and conditions
prescribed above and shall be signed by the Plan Participant and by the
President of the Company, or by the Chief Executive Officer of the Company or by
the Plan Administrator of the Board, for and in the name and on behalf of the
Company. Such Common Stock Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.
The undersigned duly appointed officer of the Company, does hereby certify that
this Plan, and its terms and provisions, were duly approved by the Company's
Board of Directors on this 11th day of February, 2004.
/s/ Sang Don Kim
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Sang Don Kim
CEO