Tenantwiz ESIP



TenantWIZ
Software Corporation 
2009 Employee Stock Incentive Plan
For Employees and
Consultants

FEBRUARY 16,
2009

1.

 INTRODUCTION.


This plan shall be known as the
"TenantWIZ Software Corporation 2009 Stock Incentive Plan for Employees and
Consultants" and is hereinafter referred to as the "Plan." The purpose of the
Plan is to enable TenantWIZ Software Corporation, a Nevada corporation (the
"Company"), to promote the interests of the Company and its shareholders by (a)
attracting and retaining employees capable of furthering the future success of
the Company, providing incentives for outstanding performance and rewards for
such performance; and (b) attracting and retaining Directors and Consultants
capable of furthering the future success of the Company, and aligning their
economic interests more closely with those of the Company's shareholders, by
paying their retainer fees in the form of shares of the Company's common stock
(the "Common Stock") on the terms and conditions to be agreed between the
Company and these persons. The Plan may also be used to satisfy debts and
obligations owing to these persons or for the purpose of satisfying the
Company’s obligations under any professional services contracts. 

2.

 DEFINITIONS.


The following terms shall have
the meanings set forth below: 

"BOARD" means the Board of
Directors of the Company. 

"CHANGE OF CONTROL" has the
meaning set forth in Section 12(d). 

"CODE" means the Internal Revenue
Code of 1986, as amended, and the rules and regulations thereunder. References
to any provision of the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation. 

"COMMITTEE" means the committee
that administers the Plan, as more fully defined in Section 13. 

"COMMON STOCK" has the meaning
set forth in Section 1. 

"COMPANY" has the meaning set
forth in Section 1. 

"CONSULTANT" means a person who
is contractually obligated as an independent contractor to provide services to
the Company. 

"DEFERRAL ELECTION" has the
meaning set forth in Section 6. 

"DEFERRED STOCK ACCOUNT" means a
bookkeeping account maintained by the Company for a Participant representing the
Participant's interest in the shares credited to such Deferred Stock Account
pursuant to Section 7. 

"DELIVERY DATE" has the meaning
set forth in Section 6. 

"DIRECTOR" means a natural person
who is a member of the Board of Directors of the Company. 







"DIVIDEND
EQUIVALENT" for a given dividend or other distribution means a number of shares
of Common Stock having a Fair Market Value, as of the record date for such
dividend or distribution, equal to the amount of cash, plus the fair market
value on the date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or distribution;
such fair market value to be determined by the Committee in good faith. 

"EFFECTIVE DATE" has the meaning
set forth in Section 3. 

"EMPLOYEE" means a natural person
who is an employee of the Company, or its subsidiaries. 

"EXCHANGE ACT" has the meaning
set forth in Section 13(b). 

"FAIR MARKET VALUE" means the
mean between the highest and lowest reported sales prices of the Company's
Common Stock on the last trading day prior to the date with respect to which the
Fair Market Value is to be determined or such other value as the Company's Board
of Directors may, in its sole discretion, determine. 

"PARTICIPANT" means an individual
who is an Employee, Director or Consultant on the Effective Date or who becomes
an Employee, Director or Consultant thereafter during the term of the Plan. 

"PAYMENT TIME" means the time
when a Granted Stock is payable to a Participant pursuant to Section 5 (without
regard to the effect of any Deferral Election). 

"GRANTED STOCK" has the meaning
set forth in Section 5. 

"THIRD ANNIVERSARY" has the
meaning set forth in Section 6. 

3.

EFFECTIVE
DATE OF THE PLAN. 

The Plan shall be effective as of
February 16, 2009 ("Effective Date"), provided that it is approved by the Board
and the Plan shall terminate on February 16, 2014 (being a term of five years).


4. 

ELIGIBILITY.


Each Participant is eligible to
participate in the Plan.  Each credit of shares of Common Stock pursuant to
the Plan shall be evidenced by a written agreement duly executed and delivered
by or on behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable laws and
regulations. 

5.

GRANT OF
SHARES. 

Commencing on the Effective Date,
the Committee may in its absolute discretion grant such shares of the Common
Stock pursuant to this Plan as the Committee may in its absolute discretion deem
appropriate to (a) reward and incentive Employees; or (b) pay consideration to
Directors or Consultants for their services ("Granted Stock"). 

6.

DEFERRAL
OPTION. 

From and after the Effective
Date, a Participant may make an election (a "Deferral Election") on an annual
basis to defer delivery of the Granted Stock so that it is to be delivered: (a)
on the date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon which the
Participant ceases to qualify as a Participant hereunder for any reason
("Departure Date"), (c) in 







five
equal annual installments commencing on the Departure Date ("Third Anniversary"
and "Departure Date" each being referred to herein as a "Delivery Date") or in
such other manner as the Participant and the Company may agree.  Such
Deferral Election shall remain in effect for each Subsequent Year unless
changed, provided that, any Deferral Election with respect to a particular
Subsequent Year may not be changed less than six (6) months prior to the
beginning of such Subsequent Year and provided, further, that no more than one
Deferral Election or change thereof may be made in any Subsequent Year. 

Any Deferral Election and any
change or revocation thereof shall be made by delivering written notice thereof
to the Committee no later than six (6) months prior to the beginning of the
Subsequent Year in which it is to be effected; provided that, with respect to
the Subsequent Year beginning on the Effective Date, any Deferral Election or revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date. 

7.

DEFERRED
STOCK ACCOUNTS. 

The Company shall maintain a
Deferred Stock Account for each Participant who makes a Deferral Election to
which shall be credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Granted Stock to which the Deferral
Election relates. So long as any amounts in such Deferred Stock Account have not
been delivered to the Participant then on the payment date for any dividend paid
or other distribution made with respect to the Common Stock the Deferred Stock
Account shall be credited, with a number of shares of Common Stock equal to (a)
the number of shares of Common Stock shown in such Deferred Stock Account on the
record date for such dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution. 

8.

DELIVERY OF
SHARES. 

(a) The shares of Common Stock in
a Participant's Deferred Stock Account with respect to any Granted Stock for
which a Deferral Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be delivered in
accordance with this Section 8 as soon as practicable after the applicable
Delivery Date. Except with respect to a Deferral Election pursuant to Section
6(c), or other agreement between the parties, such shares shall be delivered at
one time; provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole number of
shares.  If the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal annual
installments (together with dividends attributable to such shares credited to
such Deferred Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date. References to a Participant in this
Plan shall be deemed to refer to the Participant's estate or legal guardian,
where appropriate. 

(b) The Company may, but shall
not be required to, create a grantor trust or utilize an existing grantor trust
(in either case, the "Trust") to assist it in accumulating the shares of Common
Stock needed to fulfill its obligations under this Section 8.  However,
Participants shall have no beneficial or other interest in the Trust and the
assets thereof, and their rights under the Plan shall be as general creditors of
the Company, unaffected by the existence or nonexistence of the Trust, except
that deliveries of Granted Stocks to Participants from the Trust shall, to the
extent thereof, be treated as satisfying the Company's obligations under this
Section 8. 

9.

SHARE
CERTIFICATES; VOTING AND OTHER RIGHTS. 

The certificates for shares
delivered to a Participant pursuant to Section 8 above shall be issued in the
name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with respect to
Common Stock for all such shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto. 

10.

GENERAL
RESTRICTIONS. 







(a)
Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:

(i) any
registration or other qualification of such shares under any state, provincial
or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and 

(ii)
obtaining any other consent, approval, or permit from any state, provincial or
federal governmental agency which the Committee shall, after receiving the
advice of counsel, determine to be necessary or advisable. 

(b) Nothing contained in the Plan
shall prevent the Company from adopting other or additional compensation
arrangements for the Participants. 

11.

SHARES
AVAILABLE. 

Subject to Section 12 below, the
maximum number of shares of Common Stock which may in the aggregate be paid as
Granted Stocks pursuant to the Plan is ONE MILLION TWO HUNDRED FIFTY THOUSAND
(1,250,000). Shares of Common Stock issuable under the Plan may be taken from
treasury shares of the Company or purchased on the open market. 

The shares of common stock made
available under the Plan may be granted directly under the terms of the Plan or
through management and consulting agreements entered into by the Company with
qualifying persons. 

12.

ADJUSTMENTS;
CHANGE OF CONTROL. 

(a) In the event that there is,
at any time after the Board adopts the Plan, any change in corporate
capitalization, such as a stock split, combination of shares, exchange of
shares, warrants or rights of offering to purchase Common Stock at a price below
its fair market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation, including a
spin-off, or other extraordinary distribution of stock or
property of the Company, any reorganization or any partial or complete
liquidation of the Company (each of the foregoing a "Transaction"), in each case
other than any such Transaction which constitutes a Change of Control (as
defined below), 

			
	
 
	
i. 
	
the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have been
received by a holder of the number of shares of Common Stock held in such
Deferred Stock Account had such shares of Common Stock been outstanding as
of the effectiveness of any such Transaction, 

	
 
	
 
	
 

	
 
	
ii. 
	
the number and kind of
shares or other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness of any such
Transaction and 

	
 
	
 
	
 

	
 
	
iii. 
	
the Committee shall appropriately adjust any other
relevant provisions of the Plan and any such modifications by the
Committee shall be binding and conclusive on all persons.




(b) If the shares of Common Stock
credited to the Deferred Stock Accounts are converted pursuant to Section 12(a)
into another form of property, references in the Plan to the Common Stock shall
be deemed, where appropriate, to refer to such other form of property, with such
other modifications as may be required for the Plan to operate in accordance
with its purposes. Without limiting the generality of the foregoing, references
to delivery of certificates for shares of Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts. 







(c) In
lieu of the adjustment contemplated by Section 12(a), in the event of a Change
of Control, the following shall occur on the date of the Change of Control: 

			
	
 
	
i.      
	
the shares of Common Stock held in each
Participant's Deferred Stock Account shall be deemed to be issued and
outstanding as of the Change of Control; 

	
 
	
 
	
 

	
 
	
ii.      
	
the Company shall forthwith deliver to each
Participant who has a Deferred Stock Account all of the shares of Common
Stock or any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated. 



(d) For purposes of this Plan,
Change of Control shall mean any of the following events: 

			
	
 
	
i.      
	
The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (a) the then outstanding shares
of common stock of the Company or (b) the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in the election of Directors. 






			
	
 
	
ii.      
	
Individuals who, as of the date hereof, constitute
the Board of the Company cease for any reason to constitute at least a
majority of the Board of Directors of the Company. 

	
 
	
 
	
 

	
 
	
iii.      
	
Approval by the shareholders of the Company of (a)
a complete liquidation or dissolution of the Company or (b) the sale or
other disposition of all or substantially all of the assets of the
Company. 



13.

ADMINISTRATION;
AMENDMENT AND TERMINATION. 

(a) The Plan shall be
administered by a committee consisting of all persons who are current Directors
of the Company ("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and regulations
relating to the Plan, and to take all such actions and make all such
determinations in connection with the plan as it may deem necessary or
desirable. 

(b) The Board may from time to
time make such amendments to the Plan, including to preserve or come within
exemption from liability under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as it may deem proper and in the best
interest of the Company provided, that, if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act, no amendment
to the Plan shall be made more than once in any six (6) month period that would
change the amount, price or timing of the grants of Common Stock hereunder other
than to conform with changes in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder. 

(c) The Board may terminate the
Plan at any time by a vote of a majority of the members thereof, but shall
terminate on February 16, 2014, at the latest, and no grants made be made
pursuant to the Plan after that date. The provisions of the Plan governing
Deferred Stock Accounts shall survive the termination of the Plan. 

14.

MISCELLANEOUS.


(a) Nothing in the Plan shall be
deemed to create any obligation on the part of the Board to nominate any
Director for re-election by the Company's shareholders or to limit the rights of
the shareholders to remove any Director. 







(b)
The Company shall have the right to require, prior to the issuance or delivery
of any share of Common Stock pursuant to the Plan, that a Participant make
arrangements satisfactory to the Committee for the withholding of any taxes
required by law to be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares that would
otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the Company by the
Participant. 

(c) Where the terms of this Plan
and any management or consulting agreement entered into by the Company with an
employee, Director, officer or Consultant conflict, the terms of the management
or consulting agreement shall supersede the terms of this Plan. 

15.

GOVERNING
LAW. 

The Plan and all actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Nevada. 

			
	
TenantWIZ Software Corporation
	
 

	
 
	
  
	
 

	
 
	
  
	
 

	
 
	
  
	
 

	
BY:
	
/s/ Robert Kanaat
	
 

	
 
	
Robert Kanaat
	
 

	
 
	
President and Director