EXHIBIT 10.35
2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Cuidao Holding Corp., by
allowing the Company to compensate consultants and certain other Employees who
have provided bona fide services to the Company, through the award of Common
Stock of the Company.
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 (i) Common Stock or (ii) options or warrants to
purchase 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 of the Company.
5. "Date of Grant" means the day the Board of Directors authorized 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. "Consultant" means any person or entity (i) who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, are in a position to make, or who have previously made, a significant
contribution to the success of the Company.
7. "Subsidiary" means any corporation that is a subsidiary with regard to 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 April 1, 2000
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of this
Plan and applicable law, 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 1,000,000 shares which number represents 1,000,000 shares not
yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.
II. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees and Consultants.
II. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Consultants and Employees Awards are
to be granted, and the number of shares of Common Stock as to which Awards
granted to each Consultant and Employee will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of exercisability, exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). 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.
II. 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
certificates registered in that person's name, representing the number of shares
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. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
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. 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 an Award under this Plan prior to that date.
XII. 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.