ex10_2.htm


    
      

    

    Exhibti
      10.2

     

    SHEARSON
      FINANCIAL NETWORK, INC. 

    


    2007
      Stock Incentive and Retention Plan

    


    


    ARTICLE
      I.

    


    PURPOSE
      AND ADOPTION OF THE PLAN

    


    1.1. 
Purpose.
      The purpose of the Shearson
      Financial Network, Inc. (the “Company”) 2007 Stock Incentive and Retention Plan
      (hereinafter referred to as the “Plan”) is to retain directors, executives,
      employees and selected consultants and reward them for making contributions
      to
      the success of the Company. These objectives are accomplished by making awards
      under the Plan thereby providing participants with a proprietary interest in
      the
      growth and performance of the Company.

    


    1.2. 
      Adoption and Term. The Plan has been approved by the Board of
      Directors (hereinafter referred to as the “Board”) of the Company. The Plan
      shall remain in effect until the Plan is terminated by action of the Board
      or
      all shares of Common Stock reserved for issuance under the Plan have been
      granted.

    


    ARTICLE
      II.

    


    SHARES

    


    2.1. 
      Number of Shares Issuable. The total number of shares initially
      authorized to be issued under the Plan shall be 15,000,000 shares of common
      stock of the Company, par value $0.001 per share (“Common Stock”).

    


    ARTICLE
      III.

    


    PARTICIPATION

    


    3.1. 
      Eligible Participants. Participants in the Plan shall be such
      directors, officers, employees and/or consultants of the Company as the Board,
      in its sole discretion, may designate from time to time. The Board's issuance
      of
      Common Stock to a participant in any year shall not require the Board to
      designate such person to receive Common Stock in any other year. The Board
      shall
      consider such factors as it deems pertinent in selecting participants and in
      determining the amount of Common Stock to be issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

    


    MISCELLANEOUS

    


    4.1 
      Investment Intent . All shares granted
      under the Plan are intended to be exempt from registration under the Securities
      Act of 1933, as amended (the “Securities Act”). Unless and until the sale and
      issuance of Common 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 Common Stock have been registered under the Securities
      Act, each grant shall provide that no shares shall be sold 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
      who
      is to receive a grant of Common Stock pursuant to the Plan shall 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 pursuant to the
      Plan
      without registration under the Securities Act, subsequent registration of such
      shares shall relieve the recipient of a grant of shares of Common Stock pursuant
      to the Plan of any investment restrictions or representations made upon the
      sale
      of such shares.

    


    4.2  
      Amendment, Modification, Suspension or Discontinuance of the
      Plan. The Board may, insofar as permitted by law, from
      time to time, 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) materially increase the benefits to participants, or (ii) 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 outstanding shares of Common Stock which were granted pursuant to the Plan
      without the written consent of the recipients of such shares. No shares of
      Common Stock may be issued while the Plan is suspended or after it is
      terminated, but the rights and obligations under any shares of Common Stock
      issued while the Plan is in effect shall not be impaired by suspension or
      termination of the Plan.

    


    4.3  
      Stock Splits, Stock Dividends combinations or
      reclassifications. In the event of any change in the
      outstanding stock of the Company by reason of a stock split, stock dividend,
      combination or reclassification of shares, recapitalization, merger, or similar
      event (“Adjusting Event”), the Board or the Committee may adjust proportionally
      (a) the number of shares of Common Stock reserved under the Plan, which have
      not
      been granted as of the date of such Adjusting Event.  

     

    4.4  Withholding.
      The Company shall have the right to deduct applicable taxes from any grant
      of
      Common Stock 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. The Fair Market
      Value shall mean the fair market value of the of the Company's issued and
      outstanding common stock s determined in good faith by the Board.

    


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