EXHIBIT 10.1
INTERNET BUSINESS'S INTERNATIONAL, INC.
2002 RETAINER STOCK PLAN FOR CONSULTANTS
1. Purpose of the Plan
The Internet Business's International, Inc. 2002 Retainer
Stock Plan for Consultants (the "Plan") is intended to attract, retain,
motivate and reward attorneys for and consultants to Internet Business's
International, Inc. (the "Company") and subsidiaries of the Company, who
are and will be contributing to the success of the business of the
Company by paying their retainers or fees in the form of stock in the
Company. It is the intention of the Company that the Plan comply with
the definition of an employee benefit plan contained in Rule 405 under
the Securities Act of 1933, as amended, (the "Act"), and that issuances
of Shares be made only to employees as defined in Rule 405.
Accordingly, the Company may from time to time, grant to selected
attorneys and consultants ("participants") awards ("awards") of shares
of common stock of the Company, $.001 par value ("Shares"), subject to
the terms and conditions hereinafter provided.
2. Administration of the Plan
This Plan shall be administered by the Board of Directors of
the Company (the "Board"). The Board is authorized to interpret the
Plan and may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b)(3) under the
Securities Exchange Act of 1934. No Director shall be eligible to
receive an award under the Plan. Decisions of the Board in connection
with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders and
participants.
Subject to the terms, provisions, and conditions of this Plan
as set forth herein, the Board shall have sole discretion and authority:
(a) to select the participants to be awarded Shares (it being
understood that more than one award may be granted to the
same participant);
(b) to determine the number of Shares to be awarded to each
participant;
(c) to determine the time or times when the awards may be
granted;
(d) to prescribe the form of stock legend for the
certificates of Shares or other instruments, if any,
evidencing any awards, granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the
Act either prior or subsequent to the making of an award.
3. Shares Subject to the Plan
The aggregate number of Shares which may be awarded under the
Plan shall not exceed 10,000,000 Shares of the Company. Shares to be
awarded under the Plan shall be made available, at the discretion of the
Board, either from the authorized but unissued shares of the Company or
from shares of common stock reacquired by the Company, including shares
purchased in the open market. Shares shall be issued as constituted
subsequent to the one for ten reverse stock split of the common stock of
the Company effective as of the close of business on May 24, 2002.
4. Eligibility
Shares shall be awarded only to attorneys for and consultants
to the Company it being the intention of the Company that awards shall
be made only to persons who satisfy the definition of employee
contained in Rule 405 under the Act. Shares shall only be awarded to
natural persons who provide bonafide services to the Company which
services are not in connection with the offer or sale of securities in a
capital-raising transaction and which do not directly or indirectly
promote or maintain a market for the Company's securities.
5. Awards and Certificates
Each participant shall be issued a certificate or certificates
representing Shares awarded under the Plan. Such certificate shall be
registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered
under the Act. The Company may register on Form S-8 under the Act, on
behalf of the participants, Shares issued or to be issued pursuant to
the Plan.
6. Termination and Amendment
The Board may amend, suspend, or terminate the Plan at any
time provided that no such modification shall impair the rights of any
recipient under any award.
7. Miscellaneous
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance
or transfer would, in the opinion of the Board, constitute
or result in a violation of any applicable statute or
regulation of any jurisdiction relating to the disposition
of securities.
(b) Notwithstanding any other provision of the Plan, the
Board may at any time make or provide for such adjustment
to the Plan, to the number of Shares available thereunder,
or to any awards of Shares as it shall deem appropriate to
prevent dilution or enlargement of rights, including
adjustments in the event of changes in the number of
outstanding Shares by reason of stock dividends or
distributions, stock splits or other combinations or
subdivisions of stock, recapitalization, issuances by
reclassification, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations,
liquidations, or other similar corporate changes. Any such
determination by the Board shall be conclusive.
(c) No participant or other person shall have any claim or
right to be granted Shares under the Plan, and neither the
Plan nor any action taken thereunder shall be construed as
giving any participant or other person any right to be
retained in the employ of or by the Company.
(d) Income realized as a result of an award of Shares shall
not be included in the recipient's earnings for the purpose
of any benefit plan in which the recipient may be enrolled
or for which the recipient may become eligible unless
otherwise specifically provided for in such plan.
(e) If and when a participant is required to pay the Company
an amount required to be withheld under any federal, state
or local income tax laws in connection with an award under
the Plan, the Board may, in its sole discretion and subject
to such rules as it may adopt, permit the participant to
satisfy the obligation, in whole or in part, be electing to
have the Company withhold Shares having a fair market value
equal to the amount required to be withheld. The election
to have Shares withheld must be made on or before the date
the amount of tax to be withheld is determined.
8. Effective Date and Term of the Plan
The effective date of the Plan shall be May 25, 2002 and the
Plan shall remain in full force until December 31, 2003 or until all
Shares have been awarded, whichever first occurs.