exhibit_10-23.htm


     

    Portions
of this exhibit marked [*] are requested to be treated
confidentially.

    


     

    Exhibit
10.23

     

    HSW
International, Inc.

     

    2008
Executive Compensation Plan

     

    


     

    1.           Purpose

     

    The
purpose of the HSW International, Inc. (“HSWI” or the “Company”) 2008 Executive
Compensation Plan (the “Plan”) is to promote the interests of the Company by (i)
motivating key employees of HSWI to execute upon and achieve the HSWI business
plan, and (ii) retaining key employees.

     

    


     

    2.           Eligibility
and Participation

     

    The
individuals listed on Appendix A will be the “Participants” in the
Plan.  Subject to the terms of the Plan, the Participants will be
eligible to receive compensation hereunder.

     

    


     

    3.           Amount
Available for Awards

     

    a)  Number.   Subject
to approval by the Company’s Board of Directors, the following shall be
allocated to the Plan (collectively, the “Bonus Pool”):

     

    i)  30,769 shares of the
Company’s common stock (“Shares”);

     

    ii) 100,000 options to acquire shares
of the Company’s common stock (“Options”); and

     

    iii) $100,000 (“Tax
Offset”).

     

    b)  Restrictions.  The
Shares and Options shall be issued immediately upon the implementation of the
Plan.  Those Shares in the Bonus Pool shall be restricted stock, which
shall vest on January 31, 2009 (the “Distribution Date”),
in the amount as specified herein.  Those Options in the Bonus Pool
shall fully vest on the Distribution Date, in the amount as specified
herein.  The Tax Offset shall be paid on January 31, 2009, in
accordance with the Plan.

     

    c)  Adjustment.  If
there shall occur a stock dividend, stock split, share combination,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
similar event affecting the Shares, the Shares subject to this Plan shall be
deemed to relate to such number and class of securities of HSWI, cash or other
property received in exchange for or in respect of such Shares, and the number
of Shares allocated to the Plan shall be adjusted in such manner to avoid any
dilution or enlargement of the rights of Participants under the
Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Allocation
of the Bonus Pool

     

    The
Bonus Pool shall be allocated among the Participants according to their
percentage specified on Appendix
A.

     

    


     

    5.           Vesting
of the Bonus Pool

     

    a)  Performance.  The
number of shares which shall vest on the Distribution Date shall be calculated
according to the following criteria (the “Performance Criteria”):

     

    
      	
               
      

            	
              i)

            	
              33.4%
      of the Bonus Pool will vest if HSWI has launched the Chinese version
      of the “HowStuffWorks” website by June
2008;

            


    

     

    
      	
               
      

            	
              ii)

            	
              33.3%
      of the Bonus Pool will vest if HSW Brazil has displayed at least [*]
      page views during 2008; and

            


    

     

    
      	
               
      

            	
              iii)

            	
              33.3% of the Bonus
      Pool will vest if HSW Brazil has at least US $330,029.00 gross revenues in
      2008, not including related party
  transactions.

            


    

     

    


     

    6.           Forfeitures

     

    In
the event that any Participant is not employed on December 31, 2008, due to
resignation by the Participant or termination by the Company for cause, the
portion of the Bonus Pool allocated to the Participant shall be
forfeited.  In the event that any portion of the Bonus Pool does not
become vested because of failure to meet the Performance Criteria, then such
portion shall be forfeited.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [*]
Confidential treatment requested; certain information omitted and filed
separately with the SEC.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Appendix
A


     

    


      
        	 
      	
                Named Personnel

              	
                Percentage of Plan

              	 
      
	 	 	 	 
	 
      	
                Henry
      Adorno, Vice Chairman

              	
                 30%

              	 
      
	 	 	 	 
	 
      	
                Greg
      Swayne, President & COO

              	
                 30%

              	 
      
	 	 	 	 
	 
      	
                [*]

              	
                 [*]%

              	 
      
	 	 	 	 
	 
      	
                Shawn
      Meredith, CFO

              	
                 10%

              	 
      
	 	 	 	 
	 
      	
                [*]

              	
                 [*]%

              	 
      
	 	 	 	 
	 
      	
                [*]

              	
                 [*]%

              	 
      
	 	 	 	 
	 
      	 
      	
                 Total:  100%

              	 
      


      





    


       




    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [*]
Confidential treatment requested; certain information omitted and filed
separately with the SEC.