Filed by sedaredgar.com - Banyan Corporation - Exhibit 10.1






BANYAN CORPORATION 
2008-2 STOCK AWARD PLAN 

          This
Banyan Corporation 2008-2 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" -
Banyan Corporation 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, no 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 One Hundred Seventy Five Million (175,000,000) 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


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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. 

         
(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 

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shares of Stock that the Participant received in connection
with the rescinded exercise, payment or delivery. 

         
(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 

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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. 

         
(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 are 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 

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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. 

          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 Oregon 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
Banyan Corporation 2008-2 Stock Award Plan as adopted by its Board of Directors on
July 22, 2008. 



  /s/Michael Gelmon

Michael Gelmon, 

Chief
Executive Officer 

 

 

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EXHBIT A 
FORM OF 
STOCK AWARD AGREEMENT


          Banyan
Corporation (the "Company") hereby grants to ___________ (“Employee”),
_____________ shares of the Common Stock, no 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 Banyan Corporation 2008-2 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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