Exhibit 10.10
TRI-NATIONAL DEVELOPMENT CORP.
1998 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Tri-National
Development Corp. ("Tri-National") and any of its subsidiaries
(collectively herein referred to as the "Company") by allowing the Company
to compensate officers, directors, consultants and certain other persons
providing bona fide services to the Company, through the award of the
Company's Common Stock.
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 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, no par value, of the
Company.
5. "Date of Grant" means the day the Board of Directors
authorizes 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. "Employee" means any person or entity that renders bona fide
services to the Company (including, without limitation, the
following: a person employed by the Company in a key
capacity; an officer or director of the Company or one or
more of its Subsidiaries; a person or company engaged by the
Company as a consultant; or a lawyer, law firm, accountant
or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with
regard to the Company 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 August 21, 1998.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administering
of this Plan, and will grant Awards under this Plan. Subject to the
express provisions of this Plan, 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 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 2,000,000 shares. The Common Stock which
is issued on grant of Awards may be authorized but unissued shares or
shares which have been issued and reacquired by the Company. The Board of
Directors may increase the maximum number of shares of Common Stock as to
which Awards may be granted as such time as it deems advisable.
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees as defined herein.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall
have complete discretion to determine when and to which Employees Awards
are to be granted, and the number of shares of Common Stock as to which
Awards granted to each Employee will relate. 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 certificate registered in that person's name,
representing the number of share 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. EMPLOYMENT.
Nothing in this Plan or in the grant of an Award shall confer
upon any Employee the right to continue in the employ of the Company nor
shall it interfere with or restrict in any way the rights of the Company to
discharge any Employee at any time for any reason whatsoever, with or
without cause.
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.
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. WITHHOLDING OF TAXES.
If subject to withholding tax, the Company shall be authorized to
withhold from an Employee's salary or other cash compensation such sums of
money as are necessary to pay the Employee's withholding tax. The Company
may elect to withhold from the shares to be issued hereunder a sufficient
number of shares to satisfy the Company's withholding obligations. If the
Company becomes required to pay withholding taxes to any federal, state or
other taxing authority as a result of the granting of an Award and the
Employee fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of
salary or bonus to the Employee (which will be in addition to any other
required or permitted withholding), until the Company has been reimbursed
for the entire withholding tax it was required to pay.
XII. RESERVATION OF SHARES.
The Company shall at all times keep reserved for issuance on
grant of Awards under this Plan a number of authorized but unissued or
reacquired shares of Common Stock equal to the maximum number of shares the
Company may be required to be issued on the grant of Awards under this Plan.
XIII. 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 as Award under this Plan prior to that date.
XIV. 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.
XV. NUMBER OF PARTICIPANTS
The number of participants in the Plan shall be less than thirty
five (35) with no more than twelve participants in any one-year under this
Plan.