Unassociated Document


     

     

    DEALERADVANCE
      INC.

    
      2008-3

      STOCK
        AWARD PLAN

       

      This
        DealerAdvance, Inc. 2008-3 Stock Award Plan (the "Plan") is designed to retain
        directors, executives and selected employees 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"
        - DealerAdvance, Inc. and its subsidiaries including subsidiaries of
        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) "Participant"
        - A director, officer, or employee of the Company to whom an Award has been
        made
        under the Plan.

       

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

        

      (i) "Stock
        Award Agreement" - An agreement between the Company and a Participant that
        sets
        forth the terms, conditions and limitations applicable to a Stock
        Award.

       

      (j) "Stock"
        - Authorized and issued or unissued shares of Common Stock, $.0001 par value
        of
        the Company.

        

      (k) "Stock
        Award" - A Stock Award 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 Stock Award; (c) determine which
        eligible persons shall receive Stock Awards and the number of shares,
        restrictions, terms and conditions to be included in such Stock Awards; (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 Stock Award; (f) consistent with the Plan
        and
        with the consent of the Participant, as appropriate, amend any outstanding
        Stock
        Award or amend the date thereof; (g) determine the duration and purpose of
        leaves of absence which may be granted to Participants without constituting
        termination of their employment for the purpose of the Plan or any Stock
        Award;
        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 Stock Award
        made thereunder.

      


      3. Eligibility.

        

      (a) General.
        Any director, officer, or employee of the Company is eligible to receive
        a Stock
        Award. 

      


      (b) Consultants. Any
        Consultant to the Company may be a Participant; provided,
        however,
        that the Consultant is a natural person, provides bona fide services to the
        Company that are not in connection with the offer or sale of securities in
        a
        capital-raising transaction and do not directly or indirectly promote or
        maintain a market for the Company’s securities; and,
        provided, further,
        the Consultant otherwise is an “employee” as defined in Section A 1 (a) of the
        General Instructions to Form S-8 under the Securities Act. 

      


      4. Stock.

      


      (a) Authorized
        Stock.
        Stock subject to Stock Awards may be either unissued or reacquired
        Stock.

         

      (b) Number
        of Shares.
        Subject to adjustment as provided in Section 5(i) of the Plan, the total
        number
        of shares of Stock which may be granted directly by Stock Awards shall not
        exceed Two Hundred Million (200,000,000) shares. If any Stock Award shall
        for
        any reason terminate or expire, any shares allocated thereto upon such
        expiration or termination shall again be available for Stock Awards with
        respect
        thereto under the Plan as though no Stock Award had previously occurred with
        respect to such shares. 

       

      
        
          
          

        

        
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      (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 Stock Awards 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.

      


      5. Stock
        Awards.

      


      (a) General
        Conditions.
        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 the 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 substantially in the form attached hereto as Exhibit
        A.

      


      (b) Insiders;
        Control Securities. Any
        Participant subject to Section 16(a) of the Exchange Act (generally any dirctor,
        officer or principal shareholder) shall comply with the requirements of Section
        16(b) of the Exchange Act (generally by holding the Stock subject a Stock
        Award
        for at least six months from the date of the Stock Award). The amount of
        securities of the Company that may be sold by any Participant that holds
        “control securities” and any other person with whom he or she is acting in
        concert for the purpose of selling securities of the Company, may not exceed,
        during any three month period, the amount specified in Rule 144(e) of the
        General Rules and Regulations under the Securities Act (generally one percent
        of
        the shares outstanding as shown by the most recent report or statement published
        by the Company). The Participant shall have the burden of proving to the
        satisfaction of the Company, at Participant’s cost, any exemption to the
        requirements of this paragraph, including any exemption pursuant to Rule
        16b-3
        of the General Rules and Regulations under the Exchange Act and any exception
        to
        Rule 144(e). 

       

      (c) Cancellation
        and Rescission of Stock Awards.
        Unless the Stock Award Agreement specifies otherwise, the Board or Committee,
        as
        applicable, may cancel any unexpired, unpaid, or deferred Stock Awards 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 employment 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-employment 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 ten percent (10%) equity
        interest in the organization or business.

       

      
        
          
          

        

        
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      (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, as defined in the Company's
        Proprietary Information and Invention Agreement or similar agreement regarding
        confidential information and intellectual property, relating to the business
        of
        the Company, acquired by the Participant either during or after employment
        with
        the Company.

      


      (iii)
         A
        Participant, pursuant to the Company's Proprietary Information and Invention
        Agreement, 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 employment 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)
        In performing its duties, the Participant agrees to adhere to and to act
        in
        accordance with all applicable laws, rules and regulations, the policies
        and
        procedures of the Company in effect from time to time, all written and oral
        instructions received from an authorized officer or employee of the Company,
        and
        high ethical standards. 

      


      (v)
         Upon
        delivery of a Stock Award, 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. Failure to comply with all of the provisions of this Section 5
        prior
        to, or during the six months after, any Stock Award shall cause such Stock
        Award
        to be rescinded. The Company shall notify the Participant in writing of any
        such
        rescission within two years after such exercise, payment or delivery. Within
        ten
        days after receiving such a notice from the Company, the Participant shall
        pay
        to the Company the amount of any gain realized or payment received as a result
        of the rescinded Stock Award. Such payment shall be made either in cash or
        by
        returning to the Company the number of shares of Stock that the Participant
        received in connection with the rescinded exercise, payment or
        delivery.

       

      
        
          
          

        

        
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      (d) Nonassignability.

      


      (i) Except
        pursuant to Section 5(e)(iii) and except as set forth in Section 5(d)(ii),
        no
        Stock Award or any other benefit under the Plan shall be assignable or
        transferable, or payable to or exercisable by, anyone other than the
        Participant.

      


      (ii)
         Where
        a Participant terminates employment and retains a Stock Award pursuant to
        Section 5(e)(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 Stock Award.

        

      (e) Termination
        of Employment.
        If the employment or service to the Company of a Participant terminates,
        other
        than pursuant to any of the following provisions under this Section 5(e),
        all
        unexercised, deferred and unpaid Stock Awards shall be cancelled immediately,
        unless the Stock Award Agreement provides otherwise.

      


      (i)
         Retirement
        Under a Company Retirement Plan.
        When a Participant's employment terminates as a result of retirement in
        accordance with the terms of a Company retirement plan, the Board or Committee
        may permit the Participant’s Stock Award to continue in effect beyond the date
        of retirement in accordance with the applicable Stock Award Agreement and
        the
        exercisability and vesting of any such Stock Award 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
        (A)
        authorize, where appropriate, the acceleration and/or continuation of all
        or any
        part of any Stock Award issued prior to such termination and (B) permit the
        exercise, vesting and payment of such Stock Award for such period as may
        be set
        forth in the applicable Stock Award Agreement, subject to earlier cancellation
        pursuant to Section 8 or at such time as the Board or Committee shall deem
        the
        continuation of all or any part of the Participant's Stock Award is not in
        the
        Company's best interest.

      


      (iii)
         Death
        or Disability of a Participant. 

      


      (A) 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 Stock Award
        Agreement within which to receive or exercise any outstanding Stock Award
        held
        by the Participant under such terms as may be specified in the applicable
        Stock
        Award Agreement. Rights to any such outstanding Stock Award shall pass by
        will
        or the laws of descent and distribution in the following order: (I) to
        beneficiaries so designated by the Participant; if none, then (II) to a legal
        representative of the Participant; if none, then (III) to the persons entitled
        thereto as determined by a court of competent jurisdiction. Any Stock Award
        so
        passing shall be made at such times and in such manner as if the Participant
        were living.

       

      
        
          
          

        

        
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      (B) 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, a Stock Award and rights to any such Stock Award may
        be
        paid to or exercised by 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.

        

      (C) After
        the death or disability of a Participant, the Board or Committee may in its
        sole
        discretion at any time terminate restrictions in a Stock Award
        Agreement.

        

      (D) 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
        Stock Awards under the Plan are intended to be exempt from registration under
        the Securities Act provided by Rule 701 thereunder. Unless and until the
        issuance of Stock subject to the Plan is registered under the Securities
        Act or
        shall be exempt pursuant to the rules promulgated thereunder, each Stock
        Award
        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 Stock Award shall provide that no shares shall be issued under such
        Stock
        Award unless and until (a) 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 (b) if requested to do so
        by
        the Company, the person exercising the rights under the Stock Award 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 exercising the Option, 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 Stock Award 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 Stock Award, suspend or
        terminate the Plan or revise or amend it in any respect whatsoever, except
        that
        no such revision or amendment shall (a) increase the number of shares subject
        to
        the Plan, (b) materially increase the benefits to Participants, or (c) change
        the class of persons eligible to receive a Stock Award 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 Stock Award may be issued while the Plan is suspended
        or after it is terminated, but the rights and obligations under any Stock
        Award
        issued while the Plan is in effect shall not be impaired by suspension or
        termination of the Plan.

       

      
        
          
          

        

        
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      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, and (ii) covered
        by outstanding Stock Awards; (b) the Stock prices related to outstanding
        Stock
        Awards; and, (c) the appropriate Fair Market Value and other price
        determinations for such Stock Awards. 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 Stock Awards by means of substitution of new Stock
        Award
        Agreements for previously issued Stock Awards or an assumption of previously
        issued Stock Awards.

      


      8. Tax
        Withholding.
        The Company shall have the right to deduct applicable taxes from any Stock
        Award
        withhold, at the time of delivery or exercise of a Stock Award or vesting
        of
        shares under such Stock Award, 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. 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 the office of the
        chief
        personnel officer or the chief executive officer receives it.

       

      10. 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 Texas and construed
        accordingly.

      


      11. Effective
        and Termination Dates. The
        Plan shall become effective on the date it is approved by Board. The Plan
        shall
        terminate ten years later, subject to earlier termination by the Board pursuant
        to Section 7. 

       

      
        
          
          

        

        
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      The
        undersigned certifies that the foregoing is a true and correct copy of the
        DealerAdvance, Inc. 2008-3 Stock Award Plan as adopted by its Board of Directors
        on October 15, 2008.

       

       

      
        	 	  
	 	Steven Humphries, Chief Executive
                Officer


      

       

      
        
          
          

        

        
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      EXHBIT
        A

      FORM
        OF

      STOCK
        AWARD AGREEMENT

      


      DealerAdvance,
        Inc. (the "Company") hereby grants to ___________ (“Employee”),
        _____________ shares of the Common Stock, $.0001 par value of the Company
        (the
“Stock”). This Stock Award is subject to the restrictions as set forth below and
        to all the terms and conditions of the DealerAdvance, Inc. 2008-3 Stock Award
        Plan, (the “Plan”) which are incorporated herein by this reference, and neither
        this Stock Award nor the Stock may be assigned or transferred except as provided
        in the Plan. 

      


      This
        Stock Award is subject to following additional restrictions: 

      


      [Any
        additional restrictions to be inserted here]

      


      By
        signing below, Employee certifies that Employee is in compliance with the
        terms
        and conditions of the Plan. 

      


      Dated:
        __________ , _______ 

      
        	 	 	 
	 	"Company"
	 
 	 
 	 
 
	 	By:  	 
	 	
                
[Type
                name and title of Authorized Officer] 
	 	 


      

      
        
          	 	 	 
	 	"Employee"
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  [Type
                  name of Participant]
	 	 


        

         

      

      
        
          
          

        

        
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