Unassociated Document


    Exhibit 10.1

    
 

    WELLSTAR
INTERNATIOANL, INC.

    2008
COMPENSATION PLAN

    
      

        
          	 


        

         

      

    

    


    This
Wellstar International, Inc. 2008
COMPENSATION PLAN (the "Plan") is designed to retain
non-executive employees, consultants, and advisors (“Participants) and reward
them for making major contributions to the success of the
Company.  These objectives are accomplished by making long-term
incentive awards under the Plan thereby providing Participants with a
proprietary interest in the growth and performance of the Company.

    


    
      	
              1.  

            	
              Definitions.

            


    

    


    
      	
              (a)  

            	
              "Board" - The Board of
      Directors of the Company.

            


    

    


    
      	
              (b)  

            	
              "Code" - The Internal
      Revenue Code of 1986, as amended from time to
  time.

            


    

    


    
      	
              (c)  

            	
              "Committee" - The
      Compensation Committee of the Company's Board, or such other committee of
      the Board that is designated by the Board to administer the Plan, composed
      of not less than two members of the Board all of whom are disinterested
      persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act").

            


    

    


    
      	
              (d)  

            	
              "Company" – Wellstar
      International, Inc. and its
subsidiaries.

            


    

    


    
      	
              (e)  

            	
              "Exchange Act" - The Securities
      Exchange Act of 1934, as amended from time to
  time.

            


    

    


    
      	
              (f)  

            	
              "Fair Market Value" - The
      fair market value of the Company's issued and outstanding Stock as
      determined in good faith by the Board or
  Committee.

            


    

    


    
      	
              (g)  

            	
              "Grant" - The grant of
      any stock award to a Participant pursuant to such terms, conditions and
      limitations as the Committee may establish in order to fulfill the
      objectives of the Plan.

            


    

    


    
      	
              (h)  

            	
              "Grant Agreement" - An
      agreement between the Company and a Participant that sets forth the terms,
      conditions and limitations applicable to a
  Grant.

            


    

    


    
      	
              (i)  

            	
              "Participant" -
      Non-executive employees and outside consultants, advisors, professional
      and service providers of the Company to whom an Award has been made under
      the Plan.

            


    

    


    
      	
              (j)  

            	
              "Securities Act" - The
      Securities Act of 1933, as amended from time to
  time.

            


    

    


    
      	
              (k)  

            	
              "Stock" - Authorized and
      issued or unissued shares of common stock of the
  Company.

            


    

     

    
      
         

      

      
        - 1 -

        
          

        

      

      
         

      

       

    

    
      	
              (l)  

            	
              "Stock Award" - A Grant
      made under the Plan in stock or denominated in units of stock for which
      the Participant is not obligated to pay additional
      consideration.

            


    

    


    
      	
              2.  

            	
              Administration.

            


    

    The Plan
shall be administered by the Board, provided however, that the Board may
delegate such administration to the Committee. Subject to the provisions of the
Plan, the Board and/or the Committee shall have authority to (a) grant, in its
discretion, Stock Awards; (b) determine in good faith the fair market value of
the Stock covered by any Grant; (c) determine which eligible persons shall
receive Grants and the number of shares, restrictions, terms and conditions to
be included in such Grants; (d) construe and interpret the Plan; (e) promulgate,
amend and rescind rules and regulations relating to its administration, and
correct defects, omissions and inconsistencies in the Plan or any Grant; (f)
consistent with the Plan and with the consent of the Participant, as
appropriate, amend any outstanding Grant; (g) determine the duration and purpose
of leaves of absence which may be granted to Participants without constituting
termination of their engagement for the purpose of the Plan or any Grant; and
(h) make all other determinations necessary or advisable for the Plan's
administration. The interpretation and construction by the Board of any
provisions of the Plan or selection of Participants shall be conclusive and
final. No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Grant made
thereunder.

    


    
      	
              3.  

            	
              Eligibility.

            


    

    


    The
persons who shall be eligible to receive Grants shall be non-executive
employees, consultants, and advisors to the Company. The term consultant shall
mean any person, other than an employee, who is engaged by the Company to render
services and is compensated for such services.

    


    
      	
              4.  

            	
              Stock.

            


    

    


    
      	
              (a)  

            	
              Authorized
      Stock: Stock subject to Grants may be either unissued or reacquired
      Stock.

            


    

    


    
      	
              (b)  

            	
              Number of
      Shares:  The total number of shares of Stock which may be
      purchased or granted directly by Stock Awards granted under the Plan shall
      not exceed Forty Million (47,000,000) shares.  If any Grant
      shall for any reason terminate or expire, any shares allocated thereto but
      remaining unvested shall again be available for Grants with respect
      thereto under the Plan as though no Grant had previously occurred with
      respect to such shares. Any shares of Stock issued pursuant to a Grant and
      repurchased pursuant to the terms thereof shall be available for future
      Grants as though not previously covered by a
  Grant.

            


    

    


    
      	
              (c)  

            	
              Reservation of
      Shares:  The Company shall reserve and keep available at
      all times during the term of the Plan such number of shares as shall be
      sufficient to satisfy the requirements of the Plan. If, after reasonable
      efforts, which efforts shall not include the registration of the Plan or
      Grants under the Securities Act, the Company is unable to obtain authority
      from any applicable regulatory body, which authorization is deemed
      necessary by legal counsel for the Company for the lawful issuance of
      shares hereunder, the Company shall be relieved of any liability with
      respect to its failure to issue and sell the shares for which such
      requisite authority was so deemed necessary unless and until such
      authority is obtained.

            


    

    


    
      
         

      

      
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              5.  

            	
              Stock
      Awards.

            


    

    


    All or
part of any Stock Award under the Plan may be subject to conditions established
by the Board or the Committee, and set forth in a Stock Award Agreement, which
may include, but are not limited to, continuous service with the Company,
achievement of specific business objectives, increases in specified indices,
attaining growth rates and other comparable measurements of Company performance.
Such Awards may be based on Fair Market Value or other specified valuation. All
Stock Awards will be made pursuant to the execution of a Stock Award
Agreement.

    


    
      	
              (a)  

            	
              Conditions and
      Restrictions.  Shares of Stock which Participants may
      receive as a Stock Award under a Stock Award Agreement may include such
      restrictions as the Board or Committee, as applicable, shall determine,
      including restrictions on transfer, repurchase rights, right of first
      refusal, and forfeiture provisions. When transfer of Stock is so
      restricted or subject to forfeiture provisions it is referred to as "Restricted
      Stock."  Further, with Board or Committee approval, Stock
      Awards may be deferred, either in the form of installments or a future
      lump sum distribution. The Board or Committee may permit selected
      Participants to elect to defer distributions of Stock Awards in accordance
      with procedures established by the Board or Committee to assure that such
      deferrals comply with applicable requirements of the Code including, at
      the choice of Participants, the capability to make further deferrals for
      distribution after retirement. Any deferred distribution, whether elected
      by the Participant or specified by the Stock Award Agreement or by the
      Board or Committee, may require the payment be forfeited in accordance
      with the provisions of Section 5(b). .Dividends or dividend equivalent
      rights may be extended to and made part of any Stock Award, subject to
      such terms, conditions and restrictions as the Board or Committee may
      establish.

            


    

    


    
      	
              (b)  

            	
              Cancellation and
      Rescission of Grants.  Unless the Stock Award Agreement
      specifies otherwise, the Board or Committee, as applicable, may cancel any
      unvested or deferred Grants at any time if the Participant is not in
      compliance with all other applicable provisions of the Stock Award
      Agreement, the Plan and with the following
  conditions:

            


    

    


    
      	
              (i)  

            	
              A
      Participant shall not render services for any organization or engage
      directly or indirectly in any business which, in the judgment of the chief
      executive officer of the Company or other senior officer designated by the
      Board or Committee, is or becomes competitive with the Company, or which
      organization or business, or the rendering of services to such
      organization or business, is or becomes otherwise prejudicial to or in
      conflict with the interests of the Company. For Participants whose
      engagement has terminated, the judgment of the chief executive officer
      shall be based on the Participant's position and responsibilities while
      employed by the Company, the Participant's post-engagement
      responsibilities and position with the other organization or business, the
      extent of past, current and potential competition or conflict between the
      Company and the other organization or business, the effect on the
      Company's customers, suppliers and competitors and such other
      considerations as are deemed relevant given the applicable facts and
      circumstances. A Participant who has retired shall be free, however, to
      purchase as an investment or otherwise, stock or other securities of such
      organization or business so long as they are listed upon a recognized
      securities exchange or traded over-the-counter, and such investment does
      not represent a substantial investment to the Participant or a greater
      than five percent (5%) equity interest in the organization or
      business.

            


    

     

    
      
         

      

      
        - 3 -

        
          

        

      

      
         

      

    

     

    
      	
              (ii)  

            	
              A
      Participant shall not, without prior written authorization from the
      Company, disclose to anyone outside the Company, or use in other than the
      Company's business, any confidential information or material relating to
      the business of the Company, acquired by the Participant either during or
      after engagement with the Company.

            


    

    


    
      	
              (iii)  

            	
              A
      Participant shall disclose promptly and assign to the Company all right,
      title and interest in any invention or idea, patentable or not, made or
      conceived by the Participant during engagement by the Company, relating in
      any manner to the actual or anticipated business, research or development
      work of the Company and shall do anything reasonably necessary to enable
      the Company to secure a patent where appropriate in the United States and
      in foreign countries.

            


    

    


    
      	
              (iv)  

            	
              Upon
      exercise, payment or delivery pursuant to a Grant, the Participant shall
      certify on a form acceptable to the Committee that he or she is in
      compliance with the terms and conditions of the
  Plan.

            


    

    


    
      	
              (c)  

            	
              Nonassignability.

            


    

    


    
      	
              (i)  

            	
              Except
      as set forth in Section 5(c)(ii), no Grant or any other benefit under the
      Plan shall be assignable or transferable, or payable to, anyone other than
      the Participant to whom it was
granted.

            


    

    


    
      	
              (ii)  

            	
              Where
      a Participant terminates engagement and retains a Grant pursuant to
      Section 5(d)(ii) in order to assume a position with a governmental,
      charitable or educational institution, the Board or Committee, in its
      discretion and to the extent permitted by law, may authorize a third party
      (including but not limited to the trustee of a "blind" trust), acceptable
      to the applicable governmental or institutional authorities, the
      Participant and the Board or Committee, to act on behalf of the
      Participant with regard to such
Awards.

            


    

     

    
      
         

      

      
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              (d)  

            	
              Termination of
      Engagement.  If the engagement or service to the Company
      of a Participant terminates, other than pursuant to any of the following
      provisions under this Section 5(d), all unvested or deferred Stock Awards
      shall be cancelled immediately, unless the Stock Award Agreement provides
      otherwise:

            


    

    


    
      	
              (i)  

            	
              Retirement Under a
      Company Retirement Plan.  When a Participant's engagement
      terminates as a result of retirement in accordance with the terms of a
      Company retirement plan, the Board or Committee may permit Stock Awards to
      continue in effect beyond the date of retirement in accordance with the
      applicable Grant Agreement and vesting of any such Grants may be
      accelerated.

            


    

    


    
      	
              (ii)  

            	
              Rights in the Best
      Interests of the Company.  When a Participant resigns
      from the Company and, in the judgment of the Board or Committee, the
      acceleration and/or continuation of outstanding Stock Awards would be in
      the best interests of the Company, the Board or Committee may (i)
      authorize, where appropriate, the acceleration and/or continuation of all
      or any part of Grants issued prior to such termination and (ii) permit the
      vesting of such Grants for such period as may be set forth in the
      applicable Grant Agreement, subject to earlier cancellation at such time
      as the Board or Committee shall deem the continuation of all or any part
      of the Participant's Grants are not in the Company's best
      interest.

            


    

    


    
      	
              (iii)  

            	
              Death or Disability of
      a Participant.

            


    

    


    
      	
              (1)  

            	
              In
      the event of a Participant's death, the Participant's estate or
      beneficiaries shall have a period up to the expiration date specified in
      the Grant Agreement within which to receive or exercise any outstanding
      Grant held by the Participant under such terms as may be specified in the
      applicable Grant Agreement. Rights to any such outstanding Grants shall
      pass by will or the laws of descent and distribution in the following
      order: (a) to beneficiaries so designated by the Participant; if none,
      then (b) to a legal representative of the Participant; if none, then (c)
      to the persons entitled thereto as determined by a court of competent
      jurisdiction. Grants so passing shall be made at such times and in such
      manner as if the Participant were
living.

            


    

    


    
      	
              (2)  

            	
              In
      the event a Participant is deemed by the Board or Committee to be unable
      to perform his or her usual duties by reason of mental disorder or medical
      condition which does not result from facts which would be grounds for
      termination for cause, Grants and rights to any such Grants may be paid to
      the Participant, if legally competent, or a committee or other legally
      designated guardian or representative if the Participant is legally
      incompetent by virtue of such
disability.

            


    

    


    
      	
              (3)  

            	
              After
      the death or disability of a Participant, the Board or Committee may in
      its sole discretion at any time (1) terminate restrictions in Grant
      Agreements; (2) accelerate any or all installments and rights; and (3)
      instruct the Company to pay the total of any accelerated payments in a
      lump sum to the Participant, the Participant's estate, beneficiaries or
      representative; notwithstanding that, in the absence of such termination
      of restrictions or acceleration of payments, any or all of the payments
      due under the Grant might ultimately have become payable to other
      beneficiaries.

            


    

     

    
      
         

      

      
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              (4)  

            	
              In
      the event of uncertainty as to interpretation of or controversies
      concerning this Section 5, the determinations of the Board or Committee,
      as applicable, shall be binding and
conclusive.

            


    

    


    
      	
              6.  

            	
              Investment
      Intent.  All Grants under the Plan are intended to be exempt
      from registration under the Securities Act provided by Rule 701
      thereunder. Unless and until the sale and issuance of Stock subject to the
      Plan are registered under the Securities Act or shall be exempt pursuant
      to the rules promulgated thereunder, each Grant under the Plan shall
      provide that the purchases or other acquisitions of Stock thereunder shall
      be for investment purposes and not with a view to, or for resale in
      connection with, any distribution thereof. Further, unless the issuance
      and sale of the Stock have been registered under the Securities Act, each
      Grant shall provide that no shares shall be purchased upon the exercise of
      the rights under such Grant unless and until (i) all then applicable
      requirements of state and federal laws and regulatory agencies shall have
      been fully complied with to the satisfaction of the Company and its
      counsel, and (ii) if requested to do so by the Company, the person
      exercising the rights under the Grant shall (i) give written assurances as
      to knowledge and experience of such person (or a representative employed
      by such person) in financial and business matters and the ability of such
      person (or representative) to evaluate the merits and risks of receiving
      the Stock as compensation, and (ii) execute and deliver to the Company a
      letter of investment intent and/or such other form related to applicable
      exemptions from registration, all in such form and substance as the
      Company may require. If shares are issued upon exercise of any rights
      under a Grant without registration under the Securities Act, subsequent
      registration of such shares shall relieve the purchaser thereof of any
      investment restrictions or representations made upon the exercise of such
      rights.

            


    

    


    
      	
              7.  

            	
              Amendment,
      Modification, Suspension or Discontinuance of the Plan.  The
      Board may, insofar as permitted by law, from time to time, with respect to
      any shares at the time not subject to outstanding Grants, suspend or
      terminate the Plan or revise or amend it in any respect whatsoever, except
      that without the approval of the shareholders of the Company, no such
      revision or amendment shall (i) increase the number of shares subject to
      the Plan, (ii) decrease the price at which Grants may be granted, (iii)
      materially increase the benefits to Participants, or (iv) change the class
      of persons eligible to receive Grants under the Plan; provided, however,
      no such action shall alter or impair the rights and obligations under any
      Stock Award outstanding as of the date thereof without the written consent
      of the Participant thereunder. No Grant may be issued while the Plan is
      suspended or after it is terminated, but the rights and obligations under
      any Grant issued while the Plan is in effect shall not be impaired by
      suspension or termination of the
Plan.

            


    

     

    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) covered by
outstanding Stock Awards; (b) the Stock prices related to outstanding Grants;
and (c) the appropriate Fair Market Value and other price determinations for
such Grants. In the event of any other change affecting the Stock or any
distribution (other than normal cash dividends) to holders of Stock, such
adjustments as may be deemed equitable by the Board or the Committee, including
adjustments to avoid fractional shares, shall be made to give proper effect to
such event. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Board or the
Committee shall be authorized to issue or assume stock options, whether or not
in a transaction to which Section 424(a) of the Code applies, and other Grants
by means of substitution of new Grant Agreements for previously issued Grants or
an assumption of previously issued Grants.

     

    
      
         

      

      
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              8.  

            	
              Tax
      Withholding. The Company shall have the right to deduct applicable taxes
      from any Grant payment and withhold, at the time of delivery or exercise
      of Stock Awards or vesting of shares under such Grants, an appropriate
      number of shares for payment of taxes required by law or to take such
      other action as may be necessary in the opinion of the Company to satisfy
      all obligations for withholding of such taxes. If Stock is used to satisfy
      tax withholding, such stock shall be valued based on the Fair Market Value
      when the tax withholding is required to be
made.

            


    

    


    
      	
              9.  

            	
              Availability
      of Information. During the term of the Plan and any additional period
      during which a Grant granted pursuant to the Plan shall be payable, the
      Company shall make available, not later than one hundred and twenty (120)
      days following the close of each of its fiscal years, such financial and
      other information regarding the Company as is required by the bylaws of
      the Company and applicable law to be furnished in an annual report to the
      shareholders of the Company.

            


    

    


    
      	
              10.  

            	
              Notice.
      Any written notice to the Company required by any of the provisions of the
      Plan shall be addressed to the chief personnel officer or to the chief
      executive officer of the Company, and shall become effective when it is
      received by the office of the chief personnel officer or the chief
      executive officer.

            


    

    


    
      	
              11.  

            	
              Indemnification
      of Board. In addition to such other rights or indemnifications as they may
      have as directors or otherwise, and to the extent allowed by applicable
      law, the members of the Board and the Committee shall be indemnified by
      the Company against the reasonable expenses, including attorneys' fees,
      actually and necessarily incurred in connection with the defense of any
      claim, action, suit or proceeding, or in connection with any appeal
      thereof, to which they or any of them may be a party by reason of any
      action taken, or failure to act, under or in connection with the Plan or
      any Grant granted thereunder, and against all amounts paid by them in
      settlement thereof (provided such settlement is approved by independent
      legal counsel selected by the Company) or paid by them in satisfaction of
      a judgment in any such claim, action, suit or proceeding, except in any
      case in relation to matters as to which it shall be adjudged in such
      claim, action, suit or proceeding that such Board or Committee member is
      liable for negligence or misconduct in the performance of his or her
      duties; provided that within sixty (60) days after institution of any such
      action, suit or Board proceeding the member involved shall offer the
      Company, in writing, the opportunity, at its own expense, to handle and
      defend the same.

            


    

    


    
      	
              12.  

            	
              Governing
      Law. The Plan and all determinations made and actions taken pursuant
      hereto, to the extent not otherwise governed by the Code or the securities
      laws of the United States, shall be governed by the law of the State of
      Delaware and construed accordingly.

            


    

    


     

    [SIGNATURE
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    The foregoing 2008 COMPENSATION PLAN
(consisting of 8 pages, including this page) was duly adopted and approved by
the Board of Directors on August__, 2008.

     

     

    
      
        	 	      
                Wellstar
      International, Inc.

                a
      Nevada corporation

              	 
	 	 	 	 
	
                 

              	
                 

              	/s/ 	 
	 	 	By:
      John Antonio	 
	 	 	      
                Title:
      Chief Executive Officer

              	 
	 	 	 	 


      

    

     

     

     

     

     

     

     

     

     

     

     

     

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