Penthouse Int'l, Inc., Exhibit 10.3



 



Exhibit 10.3



AMERICAN PULP EXCHANGE, INC.

2002 CONSULTANT COMPENSATION PLAN



	1.	 	Purpose.



     The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the
“Plan”) is intended to promote the interests of American Pulp Exchange, Inc.
and its subsidiaries (collectively the “Corporation”) by offering those outside
consultants of the Corporation who assist in the development and success of the
business of the Corporation, the opportunity to participate in a compensation
plan designed to reward them for their services and to encourage them to
continue to provide services to the Corporation.



	2.	 	Definitions.



     For all purposes of this Plan, the following terms shall have the
following meanings:


     “APE” means American Pulp Exchange, Inc., a Florida corporation.


     “Common Stock” means American Pulp Exchange, Inc. common stock, $.0025 par
value per share.


     “Conditional Shares” means shares of Common Stock awarded under this Plan
subject to conditions imposed by the Committee (as defined herein) or the
conditions set forth in Section 6.2 or both.


     “Discounted Purchase Shares” means shares of Common Stock sold under this
Plan at a discount from the Common Stock’s then current market price.


     “Subsidiary” means any company of which APE owns, directly or indirectly,
the majority of the combined voting power of all classes of stock.


     “Unconditional Shares” means shares of Common Stock awarded under this
Plan subject to no conditions.



	3.	 	Administration.



     The Plan shall be administered by a committee (the “Committee”) of not
less than two directors of APE selected by, and serving at the pleasure of,
APE’s Board of Directors (the “APE Board”).


     APE or any Subsidiary will recommend to the Committee persons to whom
shares may be awarded or may be sold at a discount. The Committee shall make
all final decisions with respect to the persons to whom awards shall be granted
or stock shall be sold at a discount (“Participants”), the number of shares
that shall be covered by each award or sale, the time or times at which awards
shall be granted or sales shall be made, the timing of when awards shall


 






 




 vest, the percentage from the then current market price that any shares
sold shall be discounted, the terms and provisions of the instruments by which
awards or sales shall be evidenced, the interpretation of the Plan and all
determinations necessary or advisable for its administration.



	4.	 	Eligibility.



     Only individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of APE or any Subsidiary shall be
granted awards or shall be permitted to purchase shares at a discount.



	5.	 	Stock Subject to the Plan.



     The stock, which may be awarded or sold pursuant to this Plan, shall be
shares of Common Stock, including common stock issueable upon conversion of
options, warrants or other convertible securities. When shares of Common Stock
are awarded or sold, APE may award or sell authorized but unissued Common
Stock, or APE may award or sell issued Common Stock held in its treasury. Each
of the respective boards of APE and all Subsidiaries involved in the award or
sale will fund the Plan to the extent so required to provide Common Stock for
the benefit of Participants. The total number of shares of Common Stock which
may be granted or sold under this Plan shall not exceed 3,000,000 shares in the
aggregate. Any shares awarded and later forfeited are again subject to award
or sale under the Plan.



	6.	 	Share Awards and Sales.



     6.1 Grant of Share Awards and Sale of Discounted Purchase Shares.


     The Committee may award to Participants Unconditional Shares and
Conditional Shares. The Committee will determine for each Participant selected
to be awarded Unconditional Shares or Conditional Shares the time or times when
Unconditional Shares or Conditional Shares shall be awarded and the number of
shares of Common Stock to be covered by each Unconditional Shares or
Conditional Share award. Unless expressly specified as Conditional Shares by
the Committee, all shares of Common Stock awarded under this Plan shall be
Unconditional Shares. No Unconditional Shares or Conditional Shares shall be
awarded unless APE (in the judgment of the Committee) has received from the
Participant either (a) a full performance of the services for which the
Unconditional Shares or Conditional Shares are being awarded, or (b) (i) a
partial performance of the services for which the Unconditional Shares or
Conditional Shares are being awarded and the value of such partial performance
(in the judgment of the Committee) equals or exceeds the aggregate par value of
the Unconditional Shares or Conditional Shares to be awarded and (ii) a binding
obligation from the Participant to provide in the future the remainder of the
services for which the Unconditional Shares or Conditional Shares are being
awarded. In addition to awarding Unconditional Shares and Conditional Shares,
the Committee may sell to Participants Discounted Purchase Shares, for purchase
prices at such discounts from the then current market price of the Common
Stock, and upon such terms and conditions, as the Committee shall determine.


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     6.2 Conditions.


     Shares of Common Stock issued to a Participant as a Conditional Shares
award will be subject to the following conditions as well as all other
conditions imposed by the Committee (“Share Conditions”):


     (a)  Except as set forth in Paragraphs 6.4 and 6.5, if Share Conditions are
not satisfied, Conditional Shares will be forfeited and returned to APE or, in
the event such Conditional Shares were provided to the Participant from shares
of Common Stock purchase by the Subsidiary, then the Conditional Shares will be
returned to the Subsidiary. In either case, all rights of the Participant to
such Conditional Shares will terminate without any payment of consideration by
APE or the Subsidiary with which the Participant is associated, unless the
Participant maintains his association with APE or a Subsidiary for the period
of time (if any) determined by the Committee.


     (b)  During the condition period (“Condition Period”) relating to a
Conditional Share award, none of the Conditional Shares subject to such award
may be sold, assigned, bequeathed, transferred, pledged, hypothecated or
otherwise disposed of in any way by the Participant.


     (c)  The Committee may require the Participant to enter into an escrow
agreement providing that the certificates representing Conditional Shares sold
or granted pursuant to the Plan will remain in the physical custody of APE or
the applicable Subsidiary or an escrow holder during the Condition Period.


     (d)  Certificates representing Conditional Shares sold or granted pursuant
to the Plan may bear a legend making an appropriate reference to the conditions
imposed on the Conditional Shares.


     (e)  The Committee may impose other conditions on any Conditional Shares
issued pursuant to the Plan as it may deem advisable, including without
limitations, restrictions under the Securities Act of 1933, as amended, under
the requirements of any stock exchange upon which such share or shares of the
same class are then listed and under any state securities laws or other
securities laws applicable to such shares.


     6.3 Rights of a Stockholder.


     Except as set forth in Paragraph 6.2(b), the recipient of a Conditional
Share award will have all of the rights of a stockholder of APE with respect to
the Conditional Shares, including the right to vote the Conditional Shares and
to receive all dividends or other distributions made with respect to the
Conditional Shares.


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     6.4 Lapse of Conditions.


     In the event of the termination of association of a Participant during the
Condition Period by reason of death, disability, or termination of association,
the Committee may, at its discretion, remove Share Conditions on Conditional
Shares.


     Conditional Shares to which the Share Conditions have not so lapsed will
be forfeited and returned to the Corporation as provided in Paragraph 6.2(a).


     6.5 Lapse of Conditions at Discretion of the Committee.


     The Committee may shorten the Condition Period or remove any or all Share
Conditions if, in the exercise of its absolute discretion, it determines that
such action is in the best interests of the Corporation and equitable to the
Participant.


     6.6 Listing and Registration of Shares.


     APE may, in its reasonable discretion, postpone the issuance and/or
delivery of any shares of Common Stock awarded or sold pursuant to this Plan
until completion of stock exchange listing, or registration, or other
qualification of such shares under any law, rule or regulation.


     6.7 Designation of Beneficiary.


     A Participant may, with the consent of the Committee, designate a person
or persons to receive, in the event of death, any shares of Common Stock to
which such Participant would then be entitled pursuant to this Plan. Such
designation will be made upon forms supplied by and delivered to the Committee
and may be revoked in writing by the Participant. If a Participant fails
effectively to designate a beneficiary, then such Participant’s estate will be
deemed to be the beneficiary.



	7.	 	Capital Adjustments.



     The number and consideration of Common Stock covered by each award granted
or each sale under this Plan and the total number of shares that may be granted
or sold under the Plan shall be proportionally adjusted to reflect, subject to
any required action by stockholders, any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares or other similar corporate change.



	8.	 	Change of Control.



     Notwithstanding the provisions of Section 7, in the event of a change of
control, all Share Conditions on all Conditional Shares will lapse. For
purposes of this plan, a “Change of Control” of APE shall be deemed to have
occurred at such time as (a) any “person” (as that term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934), becomes the
“beneficial owner” (as defined in Rule 13d-3 under the foregoing act), directly
or indirectly, of securities of APE representing 30% or more of the combined
voting power of APE’s outstanding


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 securities ordinarily having the right to vote at the election of
directors; or (b) individuals who constitute the APE Board on the date hereof
(the “Incumbent Board”) cease for any reasons to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by at least a majority of the directors
comprising the Incumbent Board, or whose nomination or election was approved by
a majority of the APE Board serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as if he or she were a member of the
Incumbent Board; or (c) merger, consolidation or sale of all or substantially
all the assets of APE occurs, unless such merger of consolidation shall have
been affirmatively recommended to APE’s stockholders by a majority of the
Incumbent Board; or (d) a proxy statement soliciting proxies from stockholders
of APE, by someone other than the current management of APE seeking stockholder
approval of a plan of reorganization, merger or consolidation of APE with one
or more corporations as a result of which the outstanding shares of APE’s
securities are actually exchanged for or converted into cash or property or
securities not issued by APE unless the reorganization, merger or consolidation
shall have been affirmatively recommended to APE’s stockholders by a majority
of the Incumbent Board.



	9.	 	Approvals.



     The issuance of shares pursuant to this Plan is expressly conditioned upon
obtaining all necessary approvals from all regulatory agencies from which
approval is required.



	10.	 	Effective Date of Plan.



     The effective date of the Plan is November 9, 2002.



	11.	 	Term and Amendment of Plan.



     This Plan shall expire on November 8, 2012 (except to Conditional Shares
outstanding on that date). The APE Board may terminate or amend the Plan in
any respect at any time, except no action of the APE Board, the Committee or
APE’s stockholders, however, may, without the consent of a Participant, alter
or impair such Participant’s rights under any Conditional Shares previously
granted.



	12.	 	No Right of Association.



     Neither the action of APE in establishing this Plan, nor any action taken
by any APE Board or any Subsidiary or the Committee, nor any provision of the
Plan itself, shall be construed to limit in any way the right of APE to
terminate a Participant’s association with the Corporation at any time.



	13.	 	Withholding Taxes.



     APE or any Subsidiary, as applicable, shall have the right to deduct
withholding taxes from any payments made pursuant to the Plan or to make such
other provisions as it deems necessary or appropriate to satisfy its
obligations to withhold federal, state or local income or other taxes incurred
by reason of payment or the issuance of Common Stock under the Plan.


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     Whenever under the Plan, Common Stock is to be delivered upon vesting of
Conditional Shares, the Committee shall be entitled to require as a condition
of delivery that the Participant remit or provide for the withholding of an
amount sufficient to satisfy all federal, state and other government
withholding tax requirements related thereto.



	14.	 	Plan not a Trust.



     Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Participant, the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or such Participant’s executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment
from the Corporation pursuant to the Plan, such right shall be no greater than
the right of an unsecured general creditor of the Corporation.



	15.	 	Notices.



     Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of
Common Stock pursuant to the Plan. Any notices required or permitted to be
given shall be deemed given if addressed to the person to be notified at such
address given to the Committee by such person and mailed by regular United
States mail, first-class and prepaid. If any item mailed to such address is
returned as undeliverable to the addressee, mailing will be suspended until the
Participant furnishes the proper address. This provision shall not be
construed as requiring the mailing of any notice or notification if such notice
is not required under the terms of the Plan or any applicable law.



	16.	 	Severability of Provisions.



     If any provisions of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.



	17.	 	Payment to Minors, etc.



     Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefore shall be deemed paid
when paid to such person’s guardian or the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, the APE Board, the Corporation and other parties with
respect thereto.



	18.	 	Headings and Captions.



     The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.


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	19.	 	Controlling Law.



     This Plan shall be construed and enforced according to the laws of the
State of Florida to the extent not preempted by federal law, which shall
otherwise control.



	20.	 	Enforcement of Rights.



     In the event the Corporation or a Participant is required to bring any
action to enforce the terms of this Plan, the prevailing party shall be
reimbursed by the non-prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.


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     IN WITNESS WHEREOF, this Plan has been adopted by the board of directors
of APE as of the date set forth below.



	 	 	 
	Date: November 9, 2002	 	
American Pulp Exchange, Inc.,

a Florida corporation


By: /s/ R. Guccione

Robert C. Guccione, Chairman and President



[SIGNATURE PAGE TO AMERICAN PULP EXCHANGE, INC.

2002 CONSULTANT COMPENSATION PLAN]