Exhibit 10.44
VICTOR INDUSTRIES INCORPORATED
2004 CONSULTING AND LEGAL SERVICES PLAN
1. Purpose of the Plan. The purpose of the 2004 Consulting and
Legal Services Plan ("Plan") of Victor Industries Incorporated, an Idaho
Corporation, ("Company") is to provide the Company with a means of compensating
selected key consultants and legal service providers to the Company and its
subsidiaries for their services rendered 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 consultants legal service providers 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 services
rendered, 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 Amendment
to 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 22,000,000 shares and/or
options of the Company's Common Stock. $.0001 par value per share ("Common
Stock").
4. Participants. All key consultants and qualified legal service
providers 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 Amendment to 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 Amendment to 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 the Idaho
Corporation Law.
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 Amendment to the Plan.
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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
January 5, 2004.
9.2 Termination Date. The Plan shall terminate at Midnight on
December 31, 2004, 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.
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 Amendment to 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
Idaho.
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