Filed by sedaredgar.com - Wordlogic Corporation - Exhibit 10.1






WORDLOGIC CORPORATION

	2008 STOCK
      COMPENSATION PLAN 


SECTION 1 
INTRODUCTION 

1.1        Establishment.
Wordlogic Corporation (the “Company”), a Nevada corporation, hereby
establishes the 2008 Stock Compensation Plan (the “Plan”) for employees,
consultants, directors, and other persons associated with the Company and any of
the Company’s subsidiaries, whom the board of directors of the Company wishes to
compensate for services.

1.2        Purposes.
The purposes of this Plan are to (i) attract and retain the best available
personnel for positions of responsibility within the Company (ii) provide
incentives to employees, officers, and management of the Company, (iii) provide
Directors, Consultants and Advisors of the Company with an opportunity to
acquire a proprietary interest in the Company to encourage their continued
provision of services to the Company, and to provide such persons with
incentives and rewards for superior performance more directly linked to the
profitability of the Company's business and increases in shareholder value, and
(iv) generally to promote the success of the Company's business and the
interests of the Company and all of its stockholders, through the issuance of
shares of the Company's Common Stock.

                    
Incentive benefits granted hereunder may be shares. The amount of shares
issued shall be determined by the board or the Compensation Committee and
reflected in the terms of written agreements. 

SECTION 2 
DEFINITIONS 

2.1        Definitions.
The following terms will have the meanings set forth below: 

“Affiliated Corporation” means any corporation or other
entity (including, but not limited to, a partnership) that is affiliated with
the Company through stock ownership or otherwise, and includes subsidiaries of
the Company. 

“Board” means the Board of Directors of the
  Company.

“Code” means the Internal Revenue Code of the USA or the
Income Tax Act of Canada, as it may be amended form time to time, and as
appropriate to the context and as applies to the Eligible Participant.


“Effective Date” means the effective date of the Plan,
which will be upon approval of the Board of Directors of the Company. 




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“Eligible Participants” means any employees (including,
without limitation, all officers), directors, consultants and any other persons
whom the Board wishes to incite to contribute to the fortunes of the Company and
permitted by law or policy to receive Shares. 

“Non-Statutory Share” means a Share issued under this
Plan in accordance with the requirements of the Code, as amended from time to
time. 

“Plan Limit” shall have the meaning set forth in section
4.1. 

“Share” or “Shares” shall mean the Company's
Common Shares, $.001 par value per share, or, in the event that the outstanding
Common Shares are hereafter changed into or exchanged for different shares of
securities of the Company, such other shares or securities. 

“Share Agreement” shall mean an agreement that will be
entered into by the Company and the Eligible Participant to whom the Shares are
issued and will contain terms and conditions governing the issuance of Shares


“Stockholder” means an Eligible Participant designated
by the Share Issuance Committee from time to time during the term of the Plan to
receive one or more Shares under the Plan. 

“Share Issuance Committee” means the Compensation
Committee of the Company, unless the Board strikes a separate committee, and in
the absence of an empowered committee shall mean the Board. 

“Stock” means the common stock of the Company. 

2.2        Gender and Number.
  Except where otherwise indicated by the context, the masculine gender also
  will include the feminine gender, and the definition of any term herein in the
  singular also will include the plural.

SECTION 3 
PLAN ADMINISTRATION 

3.1        Share
Issuance Committee. The Share Issuance Committee will administer the Plan.
In accordance with the provisions of the Plan, the Share Issuance Committee
will, in accordance with policies ordered by the Board but in the absence of
board direction in its sole discretion, select the Eligible Participants to whom
Shares will be issued, the amount of Shares to be issued, and any other terms
and conditions of each Share as the Share Issuance Committee may deem necessary
and consistent with the terms of the Plan. The Share Issuance Committee will
determine the form or forms of the agreements with Stockholders. The agreements
will evidence the particular provisions, terms, conditions, rights and duties of
the Company and the Stockholders with respect to Shares issued pursuant to the
Plan, which provisions need not be identical except as may be provided herein.
The Share Issuance Committee may from time to time 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 Share Issuance Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in





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any agreement entered into hereunder in the manner and to the
extent it may deem expedient and it will be the sole and final judge of such
expediency. No member of the Share Issuance Committee will be liable for any
action or determination made in good faith, and all members of the Committee
will, in addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or interpretation. The
determinations, interpretations and other actions of the Share Issuance
Committee pursuant to the provisions of the Plan will be binding and conclusive
for all purposes and on all persons. 

SECTION 4 
STOCK SUBJECT TO THE PLAN AND EXCEPTIONS 

4.1        Plan
limit. A maximum of 500,000 Shares (“Plan Limit”) are authorized for
issuance under the Plan in accordance with the provisions of the Plan. Shares
that are issued will be deducted from the Plan Limit and such Plan Limit shall
not be increased without approval of the board or, if shareholders of the
Company have so required, without approval of the shareholders of the Company.
While any Shares are outstanding, the Company will retain as authorized and
unissued Stock at least the number of Shares from time to time required under
the provisions of the Plan or otherwise assure itself of its ability to perform
its obligations hereunder. 

4.2        Unused and
Forfeited Stock. Any Shares that are subject to this Plan that are not used
because the terms and conditions of the Share Agreement are not met or any
Shares that are used for full or partial payment of the purchase price of Shares
or any Shares retained by the Company for any purpose of this Plan automatically
will be returned to the Plan Limit and become available for again for use under
the Plan. 

4.3        Adjustments
for Stock Split, Stock Dividend, Etc. If the Company at any time increases
or decreases the number of its outstanding Shares of Stock, or changes in any
way the rights and privileges of such Shares by means of the Payment of a Stock
dividend or any other distribution upon such Shares payable in Stock, or through
a stock split, subdivision, consolidation, combination, reclassification or
recapitalization involving the Stock, then, in relation to the Stock that is
affected by the above events, the provisions of this Section 4.3 will apply. In
such event, the numbers, rights and privileges of the following will be
increased, decreased or changed in like manner as if such shares had been issued
and outstanding, fully paid and non-assessable at the time of such event: 

(i)        adjustment
to the Shares of Stock as to which Shares may be issued under the Plan.

4.4        General
Adjustment Rules. If any adjustment or substitution provided for in this
Section 4 will result in the creation of a fractional Share, the number of
Shares will be rounded to the next higher Share. 

4.5        Determination
by Share Issuance Committee, Etc. Adjustments under this Section 4 will be
made by the Share Issuance Committee, whose determinations with regard thereto
will be final and binding upon all parties. 

4.6        Shares
Exceptional to Plan. With the concurrence of the Board, the Share Issuance
Committee may issue Shares outside the Plan or within the Plan but in excess





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of the Plan Limit, such that the available Plan Limit is not
diminished, for exceptional circumstances or to acquire or retain personnel or
achieve important goals or strategic targets considered important to the Company
but which cannot reasonably be fit into the Plan Limit or the Plan due to
insufficiency of available Plan Shares, legal impediments whereby the recipient
cannot or is best not included in the Plan, or other purposes or reasons
considered appropriate to the Board. 

4.7       
Limitations on Issuance. The Share Issuance Committee shall not, nor does
it have the authority to, issue any stock compensation under this Plan for
service related to investor relations or capital raising activities. 

SECTION 5 
REORGANIZATION OR LIQUIDATION 

5.1       
Reorganization and Shares. In the event that the Company is merged or
consolidated with another corporation (other than a merger or consolidation in
which the Company is the continuing corporation and that does not result in any
reclassification or change of outstanding Shares), or if all or substantially
all of the assets or control of the outstanding voting stock of the Company is
acquired by any other corporation, business entity or person (other than by a
sale or conveyance in which the Company continues as a holding company of an
entity or entities that conduct the business of businesses formerly conducted by
the Company), or in case of a reorganization (other than a reorganization under
the United States Bankruptcy Code) or liquidation of the Company, the Share
Issuance Committee will have the power and discretion to prescribe the terms and
conditions for the modification of any outstanding Shares issued hereunder. By
way of illustration, and not by way of limitation, the Share Issuance Committee
may provide that such Shares will be exchanged or converted into Shares of the
surviving or acquiring corporation, or may provide for a payment or distribution
in respect of outstanding Shares in cancellation thereof. Any such
determinations by the Share Issuance Committee may be made generally with
respect to all Stockholders, or may be made on a case-by-case base with respect
to particular Stockholders. The provisions of this Section 5 will not apply to
any transaction undertaken for the purpose of reincorporating the Company under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial ownership of the Company’s capital stock. Any determination by
the Share Issuance Committee hereunder shall not amend the terms of any Share
without the consent of the Stockholder unless, in the opinion of the Committee
acting reasonably, such amendment is necessary to permit the alterations to the
Company to be effected and such is in the interest of shareholders generally.


SECTION 6 
STOCK SHARES 

6.1        Issuance of
Shares. An Eligible Participant may be issued one or more Shares.




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6.2        Share
Agreements. Each Share issued under the Plan will be evidenced by a written
Share Agreement that will be entered into by the Company and the Eligible
Participant to whom the Share is issued (the “Stockholder”), and will be deemed
to contain the following terms and conditions, unless other terms and conditions
inconsistent therewith have been entered into the Share Agreement. In the event
of inconsistency between the provisions of the Plan and any Share Agreement
entered into, the provisions of the Share Agreement will be considered to have
been determined to be exceptional from the below and such Share Agreement shall
govern where not inconsistent with law. However, the provisions of the Plan will
govern where the Share Agreement omits to provide for a matter governed by the
Plan and the Share Agreement will not be incomplete nor unenforceable if it
fails to provide for a matter provided by the terms of this Plan as such shall
be incorporated by reference: 

(a) Number of Shares. Each Share Agreement will state
that it covers a specified number of Shares, as determined by the Share Issuance
Committee and the Share Agreement. If the Share Agreement fails to state the
number then it shall be the number set forth in the minutes of the Share
Issuance Committee. 

(b) Issuance Period. Each Share Agreement will state the
time and the amount of the Shares of the Share which shall be issued. Unless
otherwise provided in the Share Agreement, Shares will vest immediately: 

(c) Date of Issuance. Shares will be considered as
having been issued on the date specified in the issuance resolution of the Share
Issuance Committee. 

6.3        Stockholder
Privileges. Prior to the issuance of the Shares to the Stockholder, the
Stockholder will have no rights as a stockholder with respect to any Shares
issued to such person under this Plan and, until the Stockholder becomes the
holder of the record of such Stock, no adjustments, other than those described
in Section 4, will be made for dividends or other distributions or other rights
to which there is a record date preceding the date such Stockholder becomes the
holder of record of such Stock. 

SECTION 7 
RIGHTS OF EMPLOYEES AND STOCKHOLDERS 

7.1        Employment.
Nothing contained in the Plan or in any Share Agreement will confer upon any
Eligible Participant any right with respect to the continuation of employment by
the Company, or interfere in any way with the right of the Company, subject to
the terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of such
Eligible Participant form the rate in existence at the time of the issuance of
Shares.




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SECTION 8 
GENERAL RESTRICTIONS 

8.1        Investment
representations. The Company may require any person to whom Shares are
issued to give written assurances, in substance and form satisfactory to the
Company and its counsel, to the effect that such person is acquiring the Stock
subject to the Share Agreement for his own account for investment and not with
any present intention of selling and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
and provincial securities laws. Legends evidencing such restrictions may be
placed on the certificates evidencing the Stock. 

8.2        Compliance
with Securities Laws. Each Share Agreement will be subject to the
requirement that if at any time counsel to the Company determines that the
listing, registration or qualification of the Shares upon any securities
exchange or under any state, provincial or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of,
or in connection with, the issuance of Shares thereunder, such Shares may not be
issued in whole or in part unless such listing, registration, qualification,
consent or approval will have been effected or obtained on conditions acceptable
to the Share Issuance Committee. Nothing herein will be deemed to require the
Company to apply for or to obtain such listing, registration or qualification.
However, where available to the circumstances of an Stockholder the Company will
include the Share with any other filings that the Company elects, at its sole
discretion, to file under Form S-8 or any other filings with the SEC but the
Company shall not be obliged to make an individual filing for a particular
Share, unless such shall have been required pursuant to the specific Share
Agreement. 

SECTION 9 
OTHER EMPLOYEE BENEFITS 

9.1        Benefits and
Taxes. The amount of any compensation deemed to be received by a Stockholder
as a result of a Share issuance will not constitute “earnings” with respect to
which any other employee benefits of such Stockholder are determined, including,
without limitation, benefits under any pension, profit sharing, life insurance
or salary continuation plan. Any taxable consequences of any Share issuance are
entirely the responsibility of the Stockholder and no contribution shall be
required of the Company and, further, if the Company should suffer liability for
unpaid taxes of a Stockholder then the full amount of such shall be a debt of
the Stockholder to the Company payable immediately and for which the Company may
seek judgment and, before judgment or process, may set-off against any amounts
due to the Stockholder or may recover, again before judgment or process, by
exercise of voiding the Share Issuance at the discretion of the Share Issuance
Committee.




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SECTION 10 
PLAN AMENDMENT, MODIFICATION AND TERMINATION 

10.1      Amendment. The Board
may at any time terminate and, from time to time, may amend or modify the Plan
provided, however, that no amendment or modification may become effective
without approval of the amendment or modification by the stockholders where
stockholder approval is required to enable the Plan to satisfy any applicable
statutory requirements, or if the Company, on the advice of counsel, determines
that stockholder approval otherwise is necessary or desirable. 

              
No amendment, modification or termination of the Plan will in any manner
adversely affect any Shares theretofore issued under the Plan, without the
consent of the Stockholders holding such Shares. 

SECTION 11 
WITHHOLDING 

11.1      Withholding Requirement.
The Company’s obligations to issue Shares will be subject to the
Stockholder’s satisfaction of all applicable federal, state and local income and
other tax withholding requirements and applicable securities requirements. 

11.2      Withholding With Stock.
  At the time Shares are issued the Share Issuance Committee, in its sole
  discretion, may permit the Stockholder to pay all such amounts of tax withholding,
  or any part thereof, that is due upon exercise of the Share by such adjustments
  as the Share Issuance Committee determines.

SECTION 12 
BROKERAGE ARRANGEMENTS 

12.1      Brokerage. The Share
Issuance Committee, in its discretion, may enter into arrangements with one or
more banks, brokers or other financial institutions to facilitate the
disposition of shares acquired upon, including, without limitation, sale of
acquired Shares 

SECTION 13 
NONEXCLUSIVITY OF THE PLAN 

13.1      Other Plans. The
adoption of this Plan by the Board will not be construed as creating any
limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees generally, or to any class or group of employees,
or any other persons that the Company or any Affiliated Corporation now has
lawfully put into effect, including, without limitation, any retirement,
pension, savings and stock purchase plan, insurance, death and disability
benefits and executive short-term incentive plans. 




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SECTION 14 
REQUIREMENTS OF LAW 

14.1      Requirements of Law.
The issuance of Stock and the payment of cash pursuant to the Plan will be
subject to all applicable laws, rules and regulations. 

14.2      Governing Law. The
Plan and all agreements hereunder will be construed in accordance with and
governed by the laws of the State of Nevada. 

SECTION 15 
DURATION OF THE PLAN 

15.1      Termination. The Plan
will terminate at such time as may be determined by the Board, and no Shares
will be issued after such termination. If not sooner terminated under the
preceding sentence, the Plan will fully cease and expire on the date that the
Plan Limit has been exhausted and all Shares issued.