Exhibit 10.30
Diamond Entertainment Corporation
2000 STOCK COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the 2000 Stock Compensation Plan
("Plan") of Diamond Entertainment Corporation, a New Jersey corporation,
("Company") is to provide the Company with a means of compensating selected key
employees (including officers) and directors of and consultants to the Company
and its subsidiaries for their services rendered in connection with the
development of Diamond Entertainment Corporation with shares of Common Stock of
the Company.
2. Administration of the Plan. The Plan shall be administered by the
Company's Board of Directors (the "Board").
2.1 Award or Sales of shares. The Company's Board shall (a)
select those key employees (including officers), directors and consultants to
whom shares of the Company's Common Stock shall be awarded or sold, and (b)
determine the number of shares to be awarded or sold; the time or times at which
shares shall be awarded or sold; whether the shares to be awarded or sold will
be registered with the Securities and Exchange Commission; and such conditions,
rights of repurchase, rights of first refusal or other transfer restrictions as
the Board may determine. Each award or sale of shares under the Plan may or may
not be evidenced by a written agreement between the Company and the persons to
whom shares of the Company's Common Stock are awarded or sold.
2.2 Consideration for Shares. Shares of the Company's Common
Stock to be awarded or sold under the Plan shall be issued for such
consideration, having a value not less than par value thereof, as shall be
determined from time to time by the Board in its sole discretion.
2.3 Board Procedures. The Board from time to time may adopt
such rules and regulations for carrying out the purposes of the Plan as it may
deem proper and in the best interests of the Company. The Board shall keep
minutes of its meetings and records of its actions. A majority of the members of
the Board shall constitute a quorum for the transaction of any business by the
Board. The Board may act at any time by an affirmative vote of a majority of
those members voting. Such vote shall be taken at a meeting (which may be
conducted in person or by any telecommunication medium) or by written consent of
Board members without a meeting.
2.4 Finality of Board Action. The Board shall resolve all
questions arising under the Plan. Each determination, interpretation, or other
action made or taken by the Board shall be final and conclusive and binding on
all persons, including, without limitation, the Company, its stockholders, the
Board and each of the members of the Board.
2.5 Non-Liability of Board Members. No Board member shall be
liable for any action or determination made by him in good faith with respect to
the Plan or any shares of the Company's Common Stock sold or awarded under it.
2.6 Board Power to amend, Suspend, or Terminate the Plan. The
Board may, from time to time, make such changes in or additions to the Plan as
it may deem proper and in the best interests of the Company and its
Stockholders. The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.
3. Shares Subject to the Plan. For purposes of the Plan, the Board of
Directors is authorized to sell or award up to 13,000,000 shares and/or options
of the Company's Common Stock, no par value per share ("Common Stock").
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4. Participants. All key employees (including officers) and directors
of and consultants to the Company and any of its subsidiaries (sometimes
referred to herein as ("participants") are eligible to participate in the Plan.
A copy of this Plan shall be delivered to all participants, together with a copy
of any Board resolutions authorizing the issuance of the shares and establishing
the terms and conditions, if any, relating to the sale or award of such shares.
5. Rights and Obligations of Participants. The award or sale of shares
of Common stock shall be conditioned upon the participant providing to the Board
a written representation that, at the time of such award or sale, it is the
intent of such person(s) to acquire the shares for investment only and not with
a view toward distribution. The certificate for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the Company
receives an opinion of counsel satisfactory to the Company to the effect that
such restriction is not necessary under the pertaining law. The providing of
such representation and such restriction on transfer shall not, however, be
required upon any person's receipt of shares of Common Stock under the Plan in
the event that, at the time of award or sale, the shares shall be (i) covered by
an effective and current registration statement under the Securities Act of
1933, as amended, and (ii) either qualified or exempt from qualification under
applicable state securities laws. The Company shall, however, under no
circumstances be required to sell or issue any shares under the Plan if, in the
opinion of the Board, (i) the issuance of such shares would constitute a
violation by the participant or the Company of any applicable law or regulation
of any governmental authority, or (ii) the consent or approval of any
governmental body is necessary or desirable as a condition of, or in connection
with, the issuance of such shares.
6. Payment of Shares.
(a) The entire purchase price of shares issued under the Plan shall
be payable in lawful money of the United States of America at the time when such
shares are purchased, except as provided in subsection (b) below.
(b) At the discretion of the Board, Shares may be issued under the
Plan in consideration of services rendered; provided, however, that any issuance
of shares under the Plan shall be in compliance with Section 14A:7-2 of the New
Jersey Business Corporation Act.
7. Adjustments. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Plan.
8. Tax Withholding. As a condition to the purchase or award of shares,
the participant shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.
9. Terms of the Plan.
9.1 Effective Date. The Plan shall become effective on June
1,2000.
9.2 Termination Date. The Plan shall terminate at Midnight on
May 31, 2001, and no shares shall be awarded or sold after that time. The Plan
may be suspended or terminated at any earlier time by the Board within the
limitations set forth in Section 2.6.
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10. Non-Exclusivity of the Plan. Nothing contained in the Plan
is intended to amend, modify, or rescind any previously approved compensation
plans, programs or options entered into by the Company. This Plan shall be
construed to be in addition to and independent of any and all such other
arrangements. The adoption of the Plan by the Board shall not be construed as
creating any limitations on the power of authority of the Board to adopt, with
or without stockholder approval, such additional or other compensation
arrangements as the Board may from time to time deem desirable.
11. Governing Law. The Plan and all rights and obligations under it
shall be construed and enforced in accordance with the laws of the state of New
Jersey.
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