ex10-2.htm


    EXHIBIT
10.2   2008 NON-QUALIFIED STOCK COMPENSATION PLAN

    


    2008
NON-QUALIFIED

    STOCK
COMPENSATION PLAN

    


    1.           Purpose of Plan

    


    This 2008
NON-QUALIFIED STOCK COMPENSATION PLAN (the “Plan”) of US Farms, Inc., a Nevada
corporation (the “Company”) for directors and/or consultants associated with the
Company, is intended to advance the best interests of the Company by providing
those persons who provide services to the Company, with additional incentive and
by increasing their proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company.

    


    2.           Definitions

    


    For Plan
purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:

    


    “Board”
shall mean the Board of Directors of the Company.

    


    “Committee”
shall mean the Compensation Committee, or such other committee appointed by the
Board, which shall be designated by the Board to administer the Plan, or the
Board if no committees have been established.  The Committee shall be
composed of one or
more persons as from time to time are appointed to serve by the
Board.  Each member of the Committee, while serving as such, shall be
a disinterested person with the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.

    


    “Common
Shares” shall mean the Company’s Common Shares, $0.001 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.

    


    “Common
Stock” shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.

    


    “Common
Stock Agreement” means an agreement executed by a Common Stockholder and the
Company, or alternatively a board resolution setting forth the terms of
issuance, as contemplated by Section 5, below, which imposes on the shares of
Common Stock held by the Common Stockholder such restrictions as the Board or
Committee deem appropriate.

    


    “Common
Stockholder” means
any director or consultant for the Company or other person to whom shares of
Common Stock are issued pursuant to this Plan.

    


    “Company”
shall mean US Farms, Inc., a Nevada corporation, and any subsidiary corporation
of US Farms, Inc.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Fair
Market Value” shall mean, with respect to the date a given stock compensation is
granted, the average of the highest and lowest reported sales prices of the
Common Shares, as reported by such responsible reporting service as the
Committee may select, or if there were not transactions in the Common Shares on
such day, then the last preceding day on which transactions took
place.  The above withstanding, the Committee may determine the Fair
Market Value in such other manner as it may deem more equitable for Plan
purposes or as is required by applicable laws or regulations. The Fair Market
Value for purposes of the issuance of common stock under this plan has been
established to be $0.45 per share on October 15, 2008.

    


    3.           Administration of the
Plan

    


    3.1           The
Committee shall administer the Plan and accordingly, it shall have full power to
grant Common Stock, construe and interpret the Plan, establish rules and
regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper.

    


    3.2           The
determination of those eligible to receive Common Stock, and the amount, type
and timing of each issuance and the terms and conditions of the Common Stock
Agreements shall rest in the sole discretion of the Committee, subject to the
provisions of the Plan.

    


    3.3           The
Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent it shall
deem necessary to carry it into effect.

    


    3.4           Any
decision made, or action taken, by the Committee or the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final and conclusive.

    


    3.5           Meetings
of the Committee shall be held at such times and places as shall be determined
by the Committee.  A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting.  In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

    


    3.6           No
member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross negligence or willful
misconduct.

    


    4.           Shares Subject to the
Plan

    


    The total
number of shares of the Company available for issuance of Common Stock
under the
Plan shall be up to 900,000 of which 300,000 Common Shares the Company has
already authorized to be issued to its directors.  The remaining
shares are subject to adjustment in accordance with Article 7 of the Plan, which
shares may be either authorized but unissued or reacquired Common Shares of the
Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Award
Of Common Stock

    


    5.1           The
Board or Committee from time to time, in its absolute discretion, may award
Common Stock to directors or consultants for the Company, and such other persons
as the Board or Committee may select.

    


    5.2           Common
Stock shall be issued only pursuant to a Common Stock, Board Resolution, or
Consulting Agreement, which shall be executed by the Common Stockholder, unless
by Board Resolution, and the Company and which shall contain such terms and
conditions as the Board or Committee shall determine consistent with this Plan,
including such restrictions on transfer as are imposed by the Common Stock or
Consulting Agreement.

    


    5.3           Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock or Consulting Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.

    


    5.4           All
shares of Common Stock issued under this Plan (including any shares of Common
Stock and other securities issued with respect to the shares of Common Stock as
a result of stock dividends, stock splits or similar changes in the capital
structure of the Company) shall be subject to such restrictions as the Board or
Committee shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock and
restrictions based on duration of employment with the Company, Company
performance and individual performance; provided that the Board or Committee
may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restric­tions.  Common Stock may not be sold or
encumbered until all applicable restrictions have terminated or
expire.  The restrictions, if any, imposed by the Board or Committee
or the Board under this Section 5 need not be identical for all Common Stock and
the imposition of any restrictions with respect to any Common Stock shall not
require the imposition of the same or any other restrictions with respect to any
other Common Stock.

    


    6.           Adjustments or Changes in
Capitalization

    


    6.1           In
the event that the outstanding Common Shares of the Company are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend, within 6 months from the date hereof, and assuming
the shares issued pursuant to this plan are still owned or fully controlled by
the issuee under this plan, then in that event there shall be a like adjustment
in the number of shares held by such issuee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2           The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive.  No fractional Shares shall be issued under the Plan on
account of any such adjustments.

    


    7.           Government and Other
Regulations

    


    The
obligation of the Company to issue, transfer and deliver Common Shares under the
Plan shall be subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government entities as
set forth below or as the Committee in its sole discretion shall deem necessary
or advisable.

    


    8.           Miscellaneous
Provisions

    


    8.1           Any
expenses of administering this Plan shall be borne by the Company, except the
recipients of the common shares shall be responsible for the costs of
preparation of this registration statement and the filing thereof.

    


    8.2           The
place of administration of the Plan shall be in the State of Nevada, or such
other place as determined from time to time by the Board, and the validity,
construction, interpretation, administration and effect of the Plan and of its
rules and regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Nevada.

    


    8.3           In
addition to such other rights of indemnification as they may have as members of
the Board or the Committee, the members of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan 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 action, suit
or proceeding, except a judgment based upon a finding of bad
faith;  provided that upon the institution of any such action, suit or
proceeding a Committee member shall, in writing, give the Company notice thereof
and an opportunity, at its own expense, to handle and defend the same, with
counsel acceptable to the recipient,  before such Committee member
undertakes to handle and defend it on his own behalf.

    


    9.           Written Agreement

    


    The
Common Shares issued hereunder shall be embodied in a board resolution which
shall constitute a written Stock Compensation Agreement which shall be subject
to the terms and conditions prescribed above and shall be signed by the
recipient and by the President or any Vice President of the Company, for and in
the name and on behalf of the Company.