EXHIBIT 10.1
2005 STOCK BONUS PLAN
OF
BSD SOFTWARE, INC.
===============================================================================
ARTICLE I - THE PLAN
This is the 2005 STOCK BONUS PLAN of BSD Software, Inc., a Florida
Corporation (the "Company"). The Plan was adopted by action of the Board of
Directors of the Company on July 13, 2005 and is effective on that date.
The purpose of the Plan is to promote the long term success of the Company
and the creation of shareholder value by (a) encouraging key employees to focus
on long range objectives, (b) attracting and retaining key employees with
exceptional qualifications and (c) linking key employees directly to stockholder
interests through increased stock ownership. The Plan seeks to achieve these
purposes by providing a portion of bonuses to key employees in the form of
Restricted Shares.
This Plan shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida.
ARTICLE II - DEFINITIONS OF TERMS.
2.1 "Board" means the Company's Board of Directors as constituted from
time to time.
2.2 "Committee" means a Committee of the Board as described in Article
III.
2.3 "Common Share" means one share of the common stock of the Company.
2.4 "Company" means BSD Software, Inc., a Florida corporation.
2.5 "Participant" means an individual who holds Restricted Shares issued
under the Plan.
2.6 "Plan" means this 2005 Stock Bonus Plan of BSD Software, Inc., as
amended from time to time.
2.7 "Restricted Share" means a Common Share awarded under this Plan.
2.8 "Restricted Share Agreement" means the agreement among the Company and
a Participant which contains the terms, conditions and restrictions pertaining
to such Restricted Shares.
ARTICLE III - ADMINISTRATION
3.1 The Plan shall be administered by the Board of Directors of the
Company or by such Committee of the Board of Directors as the Board of Directors
shall designate from time to time.
3.2 The Board of Directors or Committee shall (a) select the key employees
who are to receive Restricted Shares under the Plan, (b) determine the number of
shares, vesting requirements and other features and conditions of such
Restricted Shares, (c) interpret the Plan and (d) make all other decisions
relating to the operation of the Plan. The decision of the Board or Committee
shall be final and binding on all persons.
ARTICLE IV - SHARES AVAILABLE FOR GRANT
1
4.1 Common Shares issued pursuant to the Plan may be authorized but
unissued shares or treasury shares. The aggregate number of Common Shares
available for issuance awarded under the Plan shall not exceed 600,000.
4.2 If Restricted Shares are forfeited before any dividends have been paid
with respect to such Shares, then such Shares shall again become available for
grants under the Plan.
ARTICLE V - ELIGIBILITY
5.1 Non-executive employees or consultants are eligible to be selected as
Participants in the Plan
ARTICLE VI - RESTRICTED SHARE AWARDS
6.1 Restricted Shares under the Plan may be awarded in such amounts, at
such times, and subject to such vesting or other restrictions as the Committee
may determine.
6.2 The Committee may determine the price, if any, of the Restricted
Shares awarded under the Plan, provided, however, that, to the extent that the
Restricted Shares are newly issued Common Shares, the Participant, as a
condition to the grant of the Shares, shall be required to pay to the Company in
cash an amount at least equal to the par value of such Common Shares. To the
extent that Restricted Shares are Common Shares from the Company's treasury, no
cash consideration need be required of the award recipients.
6.3 As a condition to the receipt of Common Shares awarded under the Plan,
each Participant shall be required to execute and deliver to the Company the
Restricted Share agreement, in form acceptable to the Company.
6.4 Each award of Restricted Shares shall become vested, in full or in
installments, upon satisfaction of the conditions specified in the Restricted
Share Agreement. Absent a provision to the contrary in the Restricted Share
Agreement, Restricted Shares awarded to Participants under the Plan shall be
vested immediately upon issuance.
ARTICLE VII - VOTING AND DIVIDEND RIGHTS
The holders of Restricted Shares awarded under the Plan shall have the
same voting, dividend and other rights as the Company's other stockholders.
ARTICLE VIII - LIMITATIONS ON RIGHTS
8.1 Neither the Plan, the Restricted Share Agreement nor any Restricted
Shares granted under the Plan shall be deemed to give any individual a right to
remain an employee or consultant of the Company. The Company, and each of its
affiliates, reserves the right to terminate the service of any employee or
consultant at any time, with or without cause, subject to applicable laws or
employment agreements, if any.
8.2 Any other provisions of the Plan notwithstanding, the obligation of
the Company to issue Common Shares under the Plan shall be subject to all
applicable laws, rules and regulations and such approval by any regulatory body
as may be required. The Company reserves the right to restrict, in whole or in
part, the delivery of Common Shares pursuant to any award prior to the
satisfaction of all legal requirements relating to the issuance of such Common
Shares, to their registration, qualification or listing or to an exemption from
registration, qualification or listing.
ARTICLE IX - WITHHOLDING TAXES
9.1 To the extent required by applicable federal, state, local or foreign
law, a Participant or his or her successor shall make arrangements satisfactory
to the Company for the satisfaction of any withholding tax obligations that
arise in connection with the Plan. The Company shall not be required to issue
any Common Shares or make any cash payment under the Plan until such obligations
are satisfied.
2
9.2 The Company may permit a Participant to satisfy all or part of his or
her withholding or income tax obligations by having the Company withhold all or
a portion of the Common Shares that otherwise would be issued to him or her by
surrendering all or a portion of any Common Shares that he or she previously
acquired.
ARTICLE X - ASSIGNMENT OR TRANSFER OF RESTRICTED SHARES
9.1 Restricted Shares awarded under the Plan shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor's process, whether voluntarily, involuntarily or by operation of law
prior to full vesting and while subject to restriction on transfer by reason of
the investment representations of the Participant. However, this provision shall
not preclude a Participant from designating a beneficiary who shall receive any
outstanding Restricted Shares in the event of Participant's death, nor shall it
preclude a transfer of the Restricted Shares by will or by the laws of descent
and distribution.
9.2 All shares shall be subject to a restriction on transfer, and transfer
thereof shall be restricted by appropriate legend, by reason of the investment
representation of Participants as provided in the Restricted Share Agreement.
ARTICLE XI - EXECUTION
To record the adoption of the Plan by the Board of Directors of the
Company, the Company has caused its duly authorized officer to affix the
corporate name and seal hereto.
BSD Software, Inc.
By /s/ Guy Fietz
----------------
Name: Guy Fietz
Title: President (Chief Executive Officer)
3
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BSD Software, Inc.
March 14, 2006 By: /s/GUY FIETZ
---------------------------
Name: Guy Fietz
Title: President and Director
By: /s/GORDON ELLISON
---------------------------
Name: Gordon Ellison
Title Chief Financial Officer
4