gss_ex10-11.htm


    

      RESTRICTED
STOCK PLAN

      


      1.
Establishment. (the “Corporation”) hereby establishes a share incentive plan for
key officers and directors, as described herein, which shall be known as the
Restricted Stock Plan (the “Plan”).

      


      2.
Purpose. The purpose of the Plan is to enable the Corporation to retain and
motivate key officers and directors who provide valuable service to the
Corporation, and to provide them with a means of acquiring or increasing a
proprietary interest in the Corporation so that they will have an increased
incentive to work for the success of the Corporation.

      


      3.
Approval of Plan. The Plan was duly approved by the Corporation's Board of
Directors on June 1st, 2009.

      


      4.
Definitions. Whenever used herein, the following terms shall have the meanings
set forth below:

      


      a)
“Board” means the Board of Directors of the Corporation.

      b)
“Cause” means fraud, dishonesty, theft of corporate assets, habitual neglect of
the Grantee's duties with the Corporation and/or its subsidiaries, or other
similar gross misconduct by a Grantee.

      c)
“Change in Control” means a change in control of a nature which would be
required to be reported in response to Item 5(1) of Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, or any merger, tender
offer, consolidation, or sale of substantially all of the assets of the
Corporation, or related series of such events, as a result of which: (i)
shareholders of the Corporation immediately prior to such event hold less than
50% of the outstanding voting securities of the Corporation or its survivor or
successor immediately after such event; (ii) persons holding less than 20% of
such securities before such event own more than 50% of such securities after
such event; or (iii) persons constituting a majority of the board were not
directors of the Corporation for at least the 24 preceding months.

      d) The
“Fair Market Value” per share as of any date shall be determined by the Board in
accordance with the principles enumerated in Treas. Reg. Section 20.2031-2;
provided, however, that if shares of the Corporation become traded on a national
or regional stock exchange, the fair market value shall be equal to the mean
between the highest and lowest quoted selling prices on the date of grant on the
exchange on which the shares are traded; provided, further, that if there were
no sales on trading dates within a reasonable period both before and after such
date, not to exceed trading five days before or after, the fair market value
shall be determined by taking a weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant with the average weighed inversely by the respective number of
trading days between the selling dates and the date of grant.

      e) “Good
Reason” means, without a Grantee's written consent, a (i) demotion in the
Grantee's status, position, or responsibilities, or the assignment to that
Grantee of any duties which are inconsistent with such status, position, or
responsibilities; or (ii) the relocation of the principal executive offices of
the Corporation to a location outside the DaJlas, Texas metropolitan area. In
the case of a consultant, “Good Reason” shall also include the assignment of
duties to the consultant not contemplated in any written consulting agreement
between the Corporation and such consultant.

       


      
        
           


        

        
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      f)
“Grantee” means an eligible person who shall have received a grant of restricted
shares under the plan.

      g)
“Period of Restriction” means the period during which the transfer of restricted
shares granted under the Plan is restricted pursuant to Section 12
hereof.

      h)
“Shares” means the voting common shares, without par value, of the
Corporation.

      i) “Total
Disability” means that a Grantee is “totally disabled” as defined in and for the
period necessary to qualify for benefits under any disability income insurance
policy maintained by the Corporation and any replacement policy or policies and
the Grantee has been totally disabled for a period of 3 Months.

      


      5.
Eligible Persons. In order to accomplish the purposes of this Plan, the Board
shall select participants from among the full-time officers, including those who
may be Directors of the Corporation, from among employees of the Corporation and
its subsidiaries who are expected to make a significant contribution to the
business of the Corporation, and from any individuals providing significant
consulting activities for the Corporation (collectively “Eligible
Persons”).

      


      6.
Administration. This Plan shall be administered by the Board. The Board shall
adopt rules and regulations under the Plan, impose such additional conditions,
and interpret the language hereunder, as it deems necessary or appropriate; and
such rules, conditions, and interpretations shall be binding upon all Eligible
Persons and Grantees.

      


      7. Number
of Shares Subject to the Plan. The total number of shares that may be granted
under the Plan may not exceed (26,000,000 shares) subject to adjustment as
provided in Section. Those shares may consist, in whole or in part, of
authorized but unissued shares or shares reacquired by the Corporation,
including shares purchased in the open market, not reserved for any other
purpose.

      


      8. Unused
Shares. In the event that any Shares subject to grants under the Plan are
reacquired by the Corporation pursuant to Section 18, such reacquired Shares
shall again become available for issuance under the Plan.

      


      9.
Adjustments in Capitalization. In the event of any change in the outstanding
shares by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination, or exchange of shares or other similar corporate
change, the aggregate number of shares issuable under this Plan shall be
appropriately adjusted by the Board, whose determination shall be conclusive. In
such event, the Board shall also have discretion to make appropriate adjustments
in the number and type of shares subject to restricted share grants then
outstanding under the Plan, pursuant to the terms of such grants or
otherwise.

      


      10.
Duration of the Plan. Subject to the Board's right to earlier terminate the Plan
pursuant to Section 25 hereof, the Plan shall remain in effect until all shares
subject to it shall have been acquired by Grantees pursuant to the provisions
hereof and shall have been released from restrictions pursuant to Sections 12,
13, 19, 21, or 22 hereof. Notwithstanding the foregoing, no shares may be
granted under the Plan after 2014.


      
        
           


        

        
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      11. Grant
of Restricted Shares. Subject to Sections 5 and 7, the Board, at any time and
from time to time, or any officers designated by the Board, may grant restricted
shares under the Plan to such Eligible Persons and in such amounts as it shall
determine. Each grant of restricted shares shall be in a writing, designated as
the "Restricted Stock Grant Agreement," and signed by the Chief Executive
Officer, the President, Chief Strategy Officer, or Chief Legal Officer and by
the Secretary or the Assistant Secretary of the Corporation. Certificates for
the shares so granted shall be delivered to the Grantees at the time of
grant.

      


      12.
Transferability. Except as contemplated by Sections 18, 19, 20, and 21, the
restricted shares granted pursuant to this Agreement may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until all
the conditions specified by the Board in its sole discretion and set forth in
the Restricted Stock Grant Agreement are satisfied.

      


      13.
Removal of Restrictions. Except as otherwise provided in Sections 18, 19, 20,
and 21, restricted shares covered by each Restricted Stock Grant Agreement made
under this Plan shall become free from any restrictions or transfer imposed by
this Plan after the last day of the Period of Restriction.

      


      14. Other
Restrictions. The Board may impose such other restrictions on any shares granted
pursuant to the Plan as it may deem advisable.

      


      15.
Certificate Legend. Each certificate representing restricted shares granted
pursuant to this Plan shall bear the following legend:

      


      “The sale
or other transfer of the shares represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Restricted Stock Plan, rules of
administration adopted pursuant to such Plan, and a Restricted Stock Grant
Agreement dated, June 1, 2009. A copy of the Restricted Stock Plan, such rules,
and the Restricted Stock Grant Agreement may be obtained from the Secretary of
the Corporation.”

      


      Once the
shares are released from the restrictions set forth in Section 12, the Grantee
shall be entitled to have the legend required by this section removed from all
share certificates issued to the Grantee pursuant to this Plan.

      


      16.
Voting Rights. During the Period of Restriction, Grantees holding restricted
shares granted pursuant to this Plan may exercise full voting rights with
respect to those shares.

      


      17.
Dividends and Other Distributions. During the Period of Restriction, Grantees
holding restricted shares granted pursuant to this Plan shall be entitled to
receive all dividends and other distributions paid with respect to those shares.
If any dividends or distributions are paid in shares, the shares shall be
subject to the same restrictions on transferability as the restricted shares
with respect to which they were paid.

      



      
        
           


        

        
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      18.
Effect of Termination of Employment Due to Retirement. In the event that a
Grantee (other than a consultant) terminates his or her employment with the
Corporation and/or its subsidiaries because of normal or early retirement (as
such terms are denied in the Corporation's then existing Pension Plan or, in the
absence of any Pension Plan, in a retirement policy plan adopted by the Board
that is applicable to the Grantee), any remaining Period of Restriction
applicable to the restricted shares pursuant to Section 12 hereof shall
automatically terminate and, except as otherwise provided in Section 14, the
shares shall thereby be free of any restrictions on transfer imposed by this
Plan.

      


      19.
Effect of Termination of Employment without Cause or Due to Death, Disability or
Good Reason. In the event (1) a Grantee terminates his or her employment or his
or her consulting relationship with the Corporation and/or its subsidiaries
because of death, total disability, or for good reason, or (2) the Grantee's
employment or consulting relationship with the Corporation and/or its
subsidiaries is involuntarily terminated by the Corporation and/or its
subsidiaries without cause during the Period of Restriction, any remaining
Period of Restriction applicable to the restricted shares- pursuant to Section
12 shall automatically terminate and, except as otherwise provided in Section 14
the shares shall be free of all restrictions on transfer imposed by this
Plan.

      


      20. Other
Termination of Employment. In the event that a Grantee's employment or
consulting relationship with the Corporation and/or its subsidiaries is
terminated by the Corporation and/or its subsidiaries for cause or by the
Grantee without good reason during the Period of Restriction, then any shares
still subject to restrictions at the date of such termination shall
automatically be forfeited and returned to the Corporation.

      


      21.
Effect of Change in Control. Except as specified in the Restricted Stock Grant
Agreement, the Period of Restriction shall terminate in any event upon a Change
in Control.

      


      22. No
Employment Rights Created. Nothing in this Plan or in any grant of restricted
shares pursuant to this Agreement shall interfere with or limit in any way the
right of the Corporation and/or its subsidiaries to terminate any eligible
person's or Grantee's employment or consulting relationship at any time, or
confer upon any eligible person or Grantee any right to continue in the employ
of(or as a consultant to) the Corporation and/or any of its
subsidiaries.

      


      23.
Nontransferability of Rights or Restricted Shares. No rights or shares granted
under this Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, except by will or by the laws of descent and
distribution until the termination of the applicable Period of Restriction. All
rights granted to a Grantee under the Plan shall be exercisable during the
Grantee's lifetime only by the Grantee, or by the guardian or legal
representative of the Grantee. Upon death of a Grantee, the personal
representative or beneficiary of the Grantee may exercise the Grantee's rights
under the Plan.

      


      24.
Amendment and Termination. The Board may at any time amend, modify, alter, or
terminate this Plan, except that (1) such amendment, modification, alteration,
or termination may not adversely affect the rights of any existing Grantee,
without the consent of such Grantee, and (2) shareholder approval must be
obtained for any amendment which would: (i) materially increase the benefits
accruing to participants under the Plan, (ii) materially increase the number of
securities which may be issued under the Plan; or (iii) materially modify the
requirements as to eligibility for participation in the Plan.


      
        
           


        

        
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      25. Tax
Withholding. The corporation or its subsidiaries, as appropriate, shall have the
right to deduct from all payments any Federal, state, or local taxes required by
law to be withheld with respect to such payments and, in the case of awards paid
in shares, the Grantee or other person receiving such shares may be required to
pay to the Corporation or its subsidiaries, as appropriate, the amount of any
such taxes which the Corporation or its subsidiaries is required to withhold
with respect to such shares prior to delivery of any certificate or certificates
for such shares.

      


      26.
Indemnification. Each person who is or shall have been a member of the Board
shall be indemnified and held harmless by the Corporation against and from any
loss, costs, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in satisfaction of a
judgment in any action, suit or proceeding against him or her, provided that he
or she shall give the Corporation an opportunity, at its own expense, to handle
and defend the same before he or she undertakes to handle and defend it or his
or her own behalf. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such person may be entitled
under the Corporation's Articles of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Corporation may have to indemnify Directors
or hold Directors harmless.

      


      27.
Governing Law. The Plan, and all grants and other documents delivered hereunder,
shall be construed in accordance with and governed by the laws of the state of
Texas.

      


      28.
Expenses of Plan. The expenses of administering the Plan shall be borne by the
Corporation.

      


      29.
Election to Sell Shares to the Corporation. A Grantee, or in the case of the
Grantee's death, the Grantee's beneficiary or personal representative, may
elect, in a form filed with the Board at the time and in the manner the Board
shall determine, to sell to the Corporation up to one-half of the shares issued
to the Grantee pursuant to this Platt and upon which the restrictions set forth
in Section 12 have lapsed. To the extent permitted by law, the Corporation shall
purchase such shares. Each sale shall occur within five days after the last day
of the Period of Restriction for the shares in question and shall be for a price
equal to the Fair Market Value determined as of the last day of the Period of
Restriction of the shares to be sold. The purchase price, to the extent
permitted by law, shall be payable in cash or by check in one lump sum payment,
unless provisions relating to payment for such shares in  installments
are agreed to by the Corporation and the Grantee (or the Grantee's beneficiary
or personal representative).

      


      30.
Additional Benefits. In addition to the grants provided herein, the Corporation
shall pay in cash to any Grantee within sixty (60) days of the date on which the
Period of Restriction on any grant made to such Grantee lapses and such grant
becomes fully transferable an amount equal to the product of: (i) the applicable
Percentage (as defined below) in effect for the calendar year during which the
grant becomes transferable and (ii) the amount (to the extent deductible by the
Corporation) required to be taken into income by the grantee for federal income
tax purposes by reason of the grant of restricted stock pursuant to this Plan.
For purposes of this section, the term "Applicable Percentage" shall mean
seventy-five percent (75%) for the 20 II calendar year, sixty percent (60%) for
the 2012 calendar year and fifty percent (50%) for the 2013 calendar year and
any calendar year thereafter.


      
        
           


        

        
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      31.
Arbitration of Disputes. Any dispute between the Corporation and a Grantee (or
the Grantee's successor in interest) arising out of this Plan shall be submitted
to arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association; and the arbitration award shall be entered as
a final judgment in any court having jurisdiction over the dispute and the
Corporation and all Grantees expressly waive any right to file a lawsuit in any
court involving the dispute until 30 days after the arbitration award has been
issued. Any disagreement as to whether a dispute is subject in arbitration shall
be submitted as part of the arbitration proceeding. Legal costs, attorney's fees
and the fees of experts may be assessed against any person found to have acted
in bad faith.

      


      Approved
by the Board of Directors of Global Smoothie Supply, Inc. as of June 1,
2009:

      


      


      /s/ David C.
Tiller

      David C.
Tiller, Director

      


      /s/ Ronald M.
Roberts

      Ronald M.
Roberts, Director

      


      /s/ Harry B. Ireland,
Jr.

      Harry B.
Ireland, Jr., Director

      


      /s/ John W.
Gohsman

      John W.
Gohsman, Director

      


      


      


      Constituting
all of the members of the Board of Directors of the
Corporation.


      
        
           


        

        
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