ex10-1.htm


    EXHIBIT
10.1   2008 AMENDED NON-QUALIFIED ATTORNEYS STOCK COMPENSATION
PLAN

    


    1. Purpose of Plan

     

    This 2008
AMENDED NON-QUALIFIED ATTORNEYS STOCK COMPENSATION PLAN (the “Attorneys Plan”)
of US Farms, Inc. , a Nevada corporation (the “Company”) for attorneys
associated with the Company, is intended to advance the best interests of the
Company by providing those persons who have a substantial responsibility for its
public SEC disclosure filings under the Exchange Act, 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 the
Attorneys 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 Attorneys 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 attorney for the Company or other person to whom shares
of Common Stock are issued pursuant to this Attorneys Plan.

     

    “Company”
shall mean US Farms, Inc. , a Nevada corporation, and any subsidiary corporation
of US Farms, Inc. , as such terms are defined in Nevada Revised Statutes
§78.431.

     

    “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 Attorneys  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 Attorneys
Plan

     

    3.1            The
Committee shall administer the Attorneys Plan and accordingly, it shall have
full power to grant Common Stock, construe and interpret the Attorneys 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 Attorneys Plan.

     

    3.3           The
Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Attorneys 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 Attorneys 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 Attorneys 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 Attorneys Plan, except those resulting from his own gross negligence or
willful misconduct.

     

    4. Shares Subject to the Attorneys
Plan

     

    The total
number of shares of the Company available for issuance of Common Stock under the
Attorneys Plan shall be up to an additional 647,000 shares of which 200,000
Common Shares, have been authorized to be issued.  The remaining
shares are subject to adjustment
in accordance with Article 7 of the Attorneys 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 attorneys 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
Attorneys 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 Attorneys 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 Attorneys 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
Attorneys 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 Attorneys 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 Attorneys 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
Attorneys Plan and of its rules and regulations, and rights relating to the
Attorneys 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 Attorneys

     

    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.