exv10w1



 




Exhibit 10.1




CONSUMER DIRECT OF AMERICA

2003 STOCK COMPENSATION PLAN




     1. PURPOSE OF THE PLAN. The purpose of this Stock Compensation Plan
(“Plan”) of Consumer Direct of America, a Nevada corporation (the “Company”) is
to provide the Company with a means of compensating selected key employees
(including officers) of and consultants and advisors to the Company and its
subsidiaries for their services 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 Sale of Shares. The Company’s Board shall (a) select those
key employees (including officers), consultants and advisors 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; 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 shall be evidenced by a written agreement
between the Company and the person 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 such lawful consideration,
having a value not less than the 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 may be taken at a meeting (which may be conducted in
person or through use of conference telephone or any other communications
equipment in accordance with Section 78.315 of the Nevada General Corporation
Law, as amended) 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 or her 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 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 Five Million (5,000.000) shares
of the Company’s Common Stock (“Common Stock”).




     4. PARTICIPANTS. All key employees (including officers) of and
consultants and advisors to the Company and any of its subsidiaries (sometimes
referred to herein as “participants”) are eligible to participate in the Plan;
provided, however, that consultants and advisors are eligible to participate in
the Plan only if (i) they are natural persons; (ii) they provide bona fide
services to the Company; and (iii) the services provided by them are not in
connection with the offer or sale of securities in a capital raising
transaction, and do not directly or indirectly promote or maintain a market for
the Company’s securities. 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 applicable 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 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 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 authority 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 issued, 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 performed; provided, however, that no shares shall be issued for a





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contract for future services nor shall any shares be issued in consideration of
services performed unless and until such services have been fully performed.




     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 Plan.




     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. TERM OF PLAN.




          9.1 Effective Date. The Plan shall become effective on October 1, 2003.




          9.2 Termination Date. The Plan shall terminate at midnight on September
30, 2013, 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 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 Plan by the Board shall not be construed as creating any
limitations on the power or 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 Nevada.






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