Filed by Bowne Pure Compliance






Exhibit 10.1


COLORADO GOLDFIELDS INC.


2008 EMPLOYEE AND DIRECTOR STOCK
COMPENSATION PLAN


1. PURPOSE. The purpose of this Compensation Plan
for Employees and Directors (the “Plan”) is (i) to further the
growth of Colorado Goldfields Inc. (the “Company”) by allowing the
Company to compensate Employees and Directors who have provided bona fide
services to the Company, through the award of Common Stock of the Company, and
to (ii) attract, motivate, retain and reward quality employees, officers
and directors to acquire or increase a proprietary interest in the Company in
order to strengthen the mutuality of interests between such persons and the
Company’s stockholders, and providing such persons with performance
incentives to expend their maximum efforts in the creation of shareholder value.


2. ELIGIBLE
PERSONS. The only persons eligible to receive stock awards under this Plan
and to become participants under this Plan (“Eligible Persons”)
shall be officers, directors and employees of the Company and/or one or more of
its subsidiaries, if any.


3. ADMINISTRATION. This Plan shall not become
effective until it is approved by the Company’s Board of Directors.
 Once the Plan has been approved by the Company’s Board of
Directors, the Plan shall be administered by a compensation committee
(“Committee”) consisting of at least two persons to be appointed by
the Board of Directors, one of whom is an independent director, or in the
absence of such a Committee, the Plan shall be administered by the Board of
Directors.  References herein to “Committee” shall be deemed
to refer to the Company’s Board of Directors at any time there is no
Committee appointed.  The Committee shall have full and final authority,
in each case subject to and consistent with the provisions of the Plan, to
select Eligible Persons to become participants under the Plan, grant stock
awards to those participants, determine the terms and conditions of, and all
other matters relating to awards of Company stock under the Plan, and rules and
regulations for the administration of the Plan, construe and interpret the Plan
and correct defects, supply omissions or reconcile inconsistencies therein, and
to make all other decisions and determinations as the Committee may deem
necessary or advisable for the administration of the Plan.  The Committee
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any other officer or employee of the
Company or a subsidiary, the Company’s independent auditors, consultants
or any other agents assisting in the administration of the Plan.  The
Committee and members of the Board of Directors, and any officer or employee of
the Company or a subsidiary acting at the direction or on behalf of the
Committee shall not be personally liable for any action or determination taken
or made in good faith with respect to the Plan, and shall, to the extent
permitted by law, be fully indemnified and protected by the Company with
respect to such action or determination.


4. STOCK
SUBJECT TO PLAN; OVERALL NUMBER OF SHARES SUBJECT TO AWARDS. Subject to
adjustment as provided herein, the total number of shares of Company common
stock that may be subject to the granting of stock awards under the Plan at any
point in time during the term of the Plan shall be equal to 36,000,000 shares.
Any shares of


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common stock delivered under the
Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares.  The number of shares authorized under this Plan shall be
subject to adjustment in the event that any dividend or other distribution
(whether in the form of cash, stock or other property), recapitalization,
forward or reverse stock split, reorganization, merger, consolidation,
spin-off, combination, repurchase, share exchange, liquidation, dissolution or
other similar corporate transaction or event that affects the Company’s
common stock such that an adjustment is determined by the Board of Directors of
the Company to be appropriate in order to prevent dilution or enlargement of
the rights of participants under the Plan.  In its discretion, the Board
shall, in such manner as it may deem equitable, adjust any or all of:  (a)
the number of shares of stock which may be delivered in connection with stock
awards granted thereafter; (b) the exercise price, grant price or purchase
price relating to any stock award and/or make provision for payment of cash or
other property in respect of any outstanding stock award.


5. ELIGIBILITY; PER-PERSON AWARD LIMITATIONS.
 Stock awards may be granted under the Plan only to Eligible Persons.
There shall be no limitation on the number of shares of the Company’s
common stock that an Eligible Person may receive as a stock award under the
Plan during any particular fiscal year of the Company, except that the total
number of shares of the Company’s common stock that may be issued
pursuant to the Plan shall not exceed 36,000,000.  


6. SPECIFIC
TERMS OF AWARDS.


(a) GENERAL.
 Awards may be granted on the terms and conditions set forth in this
Section 6. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter, such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine, including terms requiring forfeiture of awards in the event of
termination of employment by the participant and terms permitting a participant
to make elections relating to his or her award. The Committee shall retain full
power and discretion to accelerate, waive or modify, at any time, any term or
condition of an award that is not mandatory under the Plan. Except in cases in
which the Committee is authorized to require other forms of consideration under
the Plan, or to the extent other forms of consideration must be paid to satisfy
the requirements of Nevada law, no consideration other than services may be
required for the grant of any award.


(b) BONUS
STOCK AND AWARDS IN LIEU OF OBLIGATIONS.  The Committee is authorized to
grant stock as a bonus, or to grant stock or other awards in lieu of Company
obligations to pay cash or deliver other property under the Plan or under other
plans or compensatory arrangements, provided that, in the case of participants
subject to Section 16 of the Exchange Act, the amount of such grants
remains within the discretion of the Committee to the extent necessary to
ensure that acquisitions of stock or other awards are exempt from liability
under Section 16(b) of the Exchange Act. Stock or awards granted hereunder
shall be subject to such other terms as shall be determined by the Committee.


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7. PERFORMANCE AWARDS.


(a) PERFORMANCE CONDITIONS.  The right of a
participant to exercise or receive a grant or settlement of any award, and the
timing thereof, may be subject to such performance conditions as may be
specified by the Committee. The Committee may use such business criteria and
other measures of performance as it may deem appropriate in establishing any
performance conditions, and may exercise its discretion to reduce the amounts
payable under any award subject to performance conditions, except as limited
under Section 7(b) hereof in the case of a performance award.


(b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED
EMPLOYEES.  If and to the extent that the Committee determines that a
performance award to be granted to an Eligible Person who is designated by the
Committee as likely to be a covered employee should qualify as
“performance-based compensation” for purposes of Code
Section 162(m), the grant, exercise and/or settlement of such performance
award shall be contingent upon achievement of pre-established performance goals
and other terms set forth in this Section 7(b).


(i) Performance Goals Generally.  The performance
goals for such performance awards shall consist of one or more business
criteria and a targeted level or levels of performance with respect to each of
such criteria, as specified by the Committee consistent with this
Section 7(b). Performance goals shall be objective and shall otherwise
meet the requirements of Code Section 162(m) and regulations thereunder
including the requirement that the level or levels of performance targeted by
the Committee result in the achievement of performance goals being
“substantially uncertain.” The Committee may determine that such
performance awards shall be granted, exercised and/or settled upon achievement
of any one performance goal or that two or more of the performance goals must
be achieved as a condition to grant, exercise and/or settlement of such
performance awards.  Performance goals may differ for performance awards
granted to any one participant or to different participants.


(ii) Business Criteria.  One or more of the following
business criteria for the Company, on a consolidated basis, and/or specified
subsidiaries or business units of the Company (except with respect to the total
stockholder return and earnings per share criteria), may be used by the
Committee in establishing performance goals for such performance awards:  



	 	(1)	 	
total stockholder return;








	 	(2)	 	
such total stockholder return as compared to
total return (on a comparable basis) of a publicly available index;









	 	(3)	 	
net
income; 









	 	(4)	 	
pretax earnings;








	 	(5)	 	
earnings before interest expense, taxes,
depreciation and amortization;








	 	(6)	 	
pretax operating earnings after interest
expense and before bonuses, service fees, and extraordinary or special
items;







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	 	(7)	 	
operating margin;








	 	(8)	 	
earnings per share;








	 	(9)	 	
growth in earnings per share; return on
equity;








	 	(10)	 	
return on capital;








	 	(11)	 	
return on investment;








	 	(12)	 	
operating earnings;








	 	(13)	 	
working capital; and








	 	(14)	 	
ratio of debt to stockholders’
equity.







(iii) Performance Period; Timing For Establishing
Performance Goals. Achievement of performance goals in respect of such
performance awards shall be measured over a performance period of up to ten
years, as specified by the Committee. Performance goals shall be established
not later than 90 days after the beginning of any performance period
applicable to such performance awards, or at such other date as may be required
or permitted for “performance-based compensation” under Code
Section 162(m).


8. WITHHOLDING TAXES


If subject to
withholding tax, the Company shall be authorized to withhold from an
Employer’s salary or other cash compensation such sums of money as are
necessary to pay the Employee’s withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to satisfy the Company’s withholding obligations. If the Company becomes
required to pay withholding tax to any federal, state or other taxing authority
as a result of the granting of an Award and the Employee fails to provide the
Company with the funds with which to pay that withholding tax, the Company may
withhold up to 50% of each payment of salary or bonus to the Employee (which
will be in addition to any other required or permitted withholding), until the
Company has been reimbursed for the entire withholding tax it was required to
pay.


9. GENERAL
PROVISIONS.


(a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The
Company may, to the extent deemed necessary or advisable by the Committee,
postpone the issuance or delivery of a stock award or payment of other benefits
under any stock award until completion of such registration or qualification of
such stock or other required action under any federal or state law, rule or
regulation, listing or other required action with respect to any stock exchange
or automated quotation system upon which the stock or other Company securities
are listed or quoted, or compliance with any other obligation of the Company,
as the Committee may consider appropriate, and may require any participant to
make such representations, furnish such information and comply with or be
subject to such other conditions as he or she may consider appropriate in
connection with the issuance or delivery of stock or payment of other benefits
in compliance with applicable laws, rules, and regulations, listing
requirements, or other obligations.


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(b) CHANGES TO THE PLAN AND AWARDS. The Board of Directors
may amend, alter, suspend, discontinue or terminate the Plan or waive any
conditions or rights under, or amend, alter, suspend, discontinue or terminate
any stock award theretofore granted and any stock award agreement relating
thereto; provided that, without the consent of an affected participant, no such
Board action may materially and adversely affect the rights of such participant
under any previously granted and outstanding stock award.


(c) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The
Plan is intended to constitute an “unfunded” plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or obligation to deliver stock pursuant to a stock award, nothing
contained in the Plan or any award shall give any such participant any rights
that are greater than those of a general creditor of the Company, provided that
the Board may authorize the creation of trusts and deposit therein cash, stock,
or other property, or make other arrangements to meet the Company’s
obligations under the Plan. Such trusts or other arrangements shall be
consistent with the “unfunded” status of the Plan unless the Board
of Directors otherwise determines with the consent of each affected participant.


(d) NON-EXCLUSIVITY OF THE PLAN. The adoption of the Plan
by the Board of Directors shall not be construed as creating any limitations on
the power of the Board of Directors or a committee or subcommittee thereof to
adopt such other incentive arrangements as it may deem desirable.


(e) FRACTIONAL SHARES.  No fractional shares of stock
shall be issued or delivered pursuant to the Plan or any stock award. The
Committee shall determine whether cash, other awards or other property shall be
issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.


 (f) GOVERNING LAW. The validity, construction and effect
of the Plan, any rules and regulations under the Plan, and any award agreement
shall be determined in accordance with the laws of the State of Nevada without
giving effect to principles of conflicts of laws, and applicable federal law.


(g) PLAN EFFECTIVE DATE. The Plan, which has been approved
by the Board of Directors, and became effective on the Effective Date, November
4th, 2008.


10. REGISTRATION OF STOCK. The shares of Company
securities issuable under this Plan may, in the discretion of the Board of
Directors, be registered on a Form S-8 registration statement filed with the
U.S. Securities and Exchange Commission.


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