ex101.htm


    EXHIBIT
10.1

    PROVISION
HOLDING, INC.

    2009
PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

    


    1.  Purpose. The purpose
of this Plan is to provide compensation in the form of Common Stock of the
Provision Holding, Inc. (the “Company”) to eligible consultants that have
previously rendered services or that will render services during the term of
this 2009 Professional/Consultant Stock Compensation Plan (hereinafter referred
to as the Plan.)

    


    2.  Administration.
(a)  This Plan shall be administered by the Board of Directors 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 President shall make initial
determinations as to which consultants, professionals or advisors will be
considered to receive shares under this Plan, in addition, will provide a list
to the Board of Directors. All final determinations shall be by the affirmative
vote of a majority of the members of the Board of Directors at a meeting called
for such purpose, or reduced to writing and signed by a majority of the members
of the Board. Subject to the Corporation's Bylaws, all decisions made by the
Directors in selecting eligible consultants (hereinafter referred to as
Consultants), 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, employees and Consultants.

    


    (b)  The
Board of Directors may from time to time appoint a Consultants Plan Committee,
consisting of at least one Director and one officer, none of whom shall be
eligible to participate in the Plan while members of the Committee. The Board of
Directors may delegate to such Committee power to select the particular
Consultants that are to receive shares, and to determine the number of shares to
be allocated to each such Consultant.

    


    (c) If
the SEC Rules and or regulations relating to the issuance of Common Stock under
a Form S-8 should change during the terms of this Plan, the Board of Directors
shall have the power to alter this Plan to conform to such changes.

    


    3.  Eligibility.  Shares
shall be granted only to Professionals and Consultants that are within that
class for which Form S-8 is applicable.

    


    4.  Shares Subject to the
Plan.  The total number of shares of Common Stock to be subject
to this Plan is 2,500,000. The shares subject to the Plan will be registered
with the SEC on or about March 25, 2009 in a Form S-8 Registration.

    


    5.  Death of Consultant.
If a Consultant dies while he is a Consultant of the Corporation or of
any subsidiary, or within 90 days after such termination, the shares, to the
extent that the Consultant was to be issued shares under the plan, may be issued
to his personal representative or the person or persons to whom his rights under
the plan shall pass by his will or by the applicable laws of descent and
distribution.

    


    6.  Termination of Consultant,
retirement or disability.  If a Consultant shall cease to be
retained by the Corporation for any reason (including retirement and disability)
other than death after he shall have continuously been so retained for his
specified term, he may, but only within the three-month period immediately
following such termination, request his pro-rata number of shares for his
services already rendered.

    


    7.  Termination of the
Plan.  This Plan shall terminate one year after its adoption by
the Board of Directors. At such time, any shares that remain unsold shall be
removed from registration by means of a post-effective amendment to the Form
S-8.

    


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

    



    
      
         


      

      
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    CERTIFICATION
OF ADOPTION

    (By the
Board of Directors)

    


    The
undersigned, being the President and Chairman of the Board of Directors of
Provision Holding, Inc. hereby certifies that the foregoing Plan was adopted by
a unanimous vote of the Board of Directors on March 19, 2009.

    


    


    /s/ Curt
Thornton

    Curt
Thornton

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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