goldens8100808ex10-27.htm


    
      

      

    

    Exhibit 10.27

    
 

    GOLDEN
PHOENIX MINERALS, INC.

    2008
EXECUTIVE STOCK COMPENSATION PLAN

    


    


    1.  Purpose.
The purpose of this 2008 Executive Stock Compensation Plan (hereinafter referred
to as the Plan) is to provide compensation in the form of Common Stock (“Common
Stock”) of Golden Phoenix Minerals, Inc. (the “Corporation”) to eligible
executives (“Executives”) that have previously rendered services to the
Corporation or that will render services to the Corporation.

    


    2.  Administration.  This
Plan shall be administered by the Compensation Committee of the Board of
Directors of the Corporation (the “Compensation Committee”) who may from time to
time issue orders or adopt resolutions, not inconstant with the provisions of
this Plan, to interpret the provisions and supervise the administration of this
Plan.  The Compensation Committee is authorized to determine which
Executives will receive shares under this Plan and is authorized to negotiate
with Executives for the payment of shares, at a mutually agreed upon value, for
previously rendered services to the Corporation or services that will be
rendered to the Corporation.  All final determinations shall be by the
affirmative vote of a majority of the members of the Compensation Committee, or
reduced to writing and signed by a majority of the members of the Compensation
Committee. Subject to the Corporation's Bylaws, all decisions made by the
Compensation Committee in selecting eligible Executives, establishing the number
of shares, and construing the provisions of this Plan shall be final, conclusive
and binding on all persons including the Corporation, shareholders and
Executives.

    


    3.  Shares
Subject to the Plan.  The total number of shares of Common Stock
subject to this Plan are 3,890,000 shares.

    


    4.  Investment
Intent.  Unless and until the sale and issuance of Common Stock
subject to the Plan is registered under the Securities Act of 1933, as amended
(the “Securities Act”) or shall be exempt pursuant to the rules promulgated
thereunder, each grant under the Plan shall provide that the acquisitions of
Common 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 has 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
Corporation and its counsel, and (ii) if requested to do so by the Corporation,
the person who is to receive a grant of Common Stock pursuant to the Plan shall
execute and deliver to the Corporation a letter of investment intent and/or such
other form related to applicable exemptions from registration, all in such form
and substance as the Corporation may require.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    5.  Stock Splits, Stock Dividends combinations or
reclassifications.  In the event of any change in the outstanding
stock of the Corporation by reason of a stock split, stock dividend, combination
or reclassification of shares, recapitalization, merger, or similar event
(“Adjusting Event”), the Board of Directors 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.

    


    6.
Withholding. The Corporation shall have the right to deduct 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
Corporation to satisfy all obligations for withholding of such
taxes.

    


    7.  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.

    


    8.  Termination
of the Plan.  This Plan shall terminate upon the issuance of all
shares available under the Plan or when it is otherwise terminated by the Board
of Directors.

    


    9.  Effective
Date of the Plan.  This Plan shall become effective upon its adoption
by the Board of Directors.